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Directors Report of JMC Projects (India) Ltd.

Mar 31, 2016

To, The Members,

The Directors take pleasure in presenting the 30th Annual Report of your Company together with Audited Statement of Accounts for the financial year ended March 31, 2016.

FINANCIAL RESULTS

The standalone financial highlights and performance of the Company for the year ended March 31, 2016 is summarized below.

( Rs, in Crores )

Financial Results

For the year ended March 31, 2016

For the year ended March 31, 2015

Total Revenue

2,490.1

2,413.1

Profit before Depreciation, Interest & Tax

214.5

176.6

Less: Depreciation

51.2

48.9

Interest

101.9

84.1

Profit before Tax

61.4

43.6

Provision for Tax (including Deferred Tax)

20.4

13.8

Net Profit after Tax

41.0

29.8

Add: Surplus brought forward from previous year

195.9

172.5

Profit available for Appropriation

236.9

202.3

Appropriation:

Proposed Dividend on Equity Shares of Rs, 10/- each

3.4

2.6

Corporate Dividend Tax on Equity Dividend (including surcharge)

0.7

0.5

Transferred to Debenture Redemption Reserves

0.2

1.1

Transferred to General Reserve

2.2

2.2

Balance carried to Balance Sheet

230.4

195.9

TOTAL

236.9

202.3

During the year ended March 31, 2016, your Company has achieved Total Revenue (i.e. Revenue from Operation & Other income) of Rs, 2,490.10 crores as against Rs, 2,413.10 crores for the previous year ended March 31, 2015. Your Company has achieved Profit before tax of Rs, 61.38 crores for the current year as against Rs, 43.63 crores for the previous year (an increase of 40.68% over the previous year).

DIVIDEND

In view of the Company''s performance during the financial year under consideration, the Directors are pleased to recommend a dividend of Rs, 1/- per equity share of face value of Rs, 10/each (previous year Rs, 1/- per equity share) on enhanced share capital of 3,35,81,034 equity shares. The proposal is subject to the approval of members in the ensuing Annual General Meeting. If approved, the total outgo on account of the dividend on existing equity capital would be Rs, 3.36 crores (excluding corporate tax on dividend).

APPROPRIATIONS

For the year under review, it is proposed to transfer Rs, 2.25 crores to the General Reserve and other appropriations as mentioned in Note no. 2 of the financial statement.

SHARE CAPITAL

During the year, your Company had announced Rights Issue of 74,62,686 Equity Shares of Rs, 10/- each at a price of Rs, 201/- per share including share premium of Rs, 191/- per share, aggregating up to Rs, 150 crore to the then existing equity shareholders in the ratio of 2 fully paid-up equity shares for every 7 fully paid-up equity shares held as on record date of January 12, 2016. The said Rights Issue, as per the terms detailed in the Letter of Offer dated January 14, 2016, opened on January 22, 2016 and closed on February 5, 2016. The said issue was fully subscribed and the Company had on February 12, 2016 allotted 74,62,686 equity shares to eligible allotters resulting into increase in the paid-up share capital of the Company from Rs, 26,11,83,480/- to Rs, 33,58,10,340/comprising of 3,35,81,034 equity shares of Rs, 10/- each fully paid up.

UTILISATION OF RIGHTS ISSUE PROCEEDS

The Rights Issue proceeds of Rs, 150 crore has been fully utilized by March 31, 2016 against the objects specified in the Letter of Offer dated January 14, 2016 namely (1) Reduction in fund based working capital, (2) Repayment of scheduled term loans along with interest, (3) General Corporate Purposes and (4) Issue Expenses. The detailed break up of utilization of funds raised through Rights Issue has been provided in Note no. 44 of the Notes to Accounts in financial statements.

REVIEW OF BUSINESS OPERATIONS

During the year under review, your Company has received new contracts of approximately Rs, 3,155 crores. As on March 31, 2016 the aggregate value of orders on hand stands at Rs, 6,148 Crores.

The details of some of the major contracts received during the year are as under.

Factories & Buildings

a) Construction of residential property Purva Palm Beach for Purvankara Projects at Bengaluru

b) Construction of residential apartments Ozone Avenue for Ozone Urbana Infra Developers at Bengaluru

c) Civil works of Mantri Agara Retail Mall for Mantri Group at Bengaluru

d) Civil works at Prestige Ivy League for Prestige Group at Hyderabad

e) Construction of residential project for Tata Value Homes at Kanchipuram district, Tamil Nadu

f) Civil & Architectural works for residential project Prestige Pinewood for Prestige group at Bengaluru

g) Construction of civil and finishing works of commercial project for Primeco Realty at Bengaluru

h) Civil works for RMZ Azure office complex for RMZ Azure Projects at Bengaluru

i) Civil works at Prestige Northpoint for Prestige Group at Bengaluru

j) Construction of Administrative building, School, Lecture Hall Complex, Hostels etc. at Central University of Bihar at Gaya for Rites Ltd.

k) Township package for Gadarwara Super Thermal Power Project (2 x 800 MW) for NTPC

Infrastructure - International

Design, improvement works & management and maintenance services for Nekemte-Bure road upgrading project at Andhode-Agamsa section at Ethiopia

Infrastructure - Domestic

a) Bhagalpur Water Supply project at Bhagalpur for Public Health Department, Bhagalpur

b) Up gradation of Road from Davangere to Channagiri in state of Karnataka for Government of Karnataka

YEARS AHEAD AND PROSPECTS

Your Company has sufficient order book position to achieve the growth in both top line as well as bottom line in the coming years. Your Company has already entered into international business by securing a road project and is looking for other opportunities in International market. Your Company has been able to improve margins substantially during the year and would endeavor to improve the same further.

FINANCE

During the year, your Company has invested Rs, 88.06 crores as loan in Special Purpose Vehicles (SPVs) incorporated for its Road Projects which was funded through term loans & internal accruals.

Total addition in the fixed assets was Rs, 84.75 crores during the year which was funded through Rupee Term Loans and internal accruals. Your Company has sufficient fund based & non-fund based limits to cater to its existing fund requirements.

CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as ''the Listing Regulations'') and Section 129 of the Companies Act, 2013 (hereinafter referred to as ''the Act''), the Consolidated Financial Statements, which have been prepared by the Company in accordance with the applicable provisions of the Act and the applicable Accounting Standards, forms part of this Annual Report.

SUBSIDIARIES AND ASSOCIATE / JV COMPANIES

A statement containing the salient features of the performance and financial position of the subsidiaries, associates / joint venture company as required under Rule 5 of the Companies (Accounts) Rules, 2014 is provided in form AOC-1 marked as an Annexure 1 and forms part of this report.

The details of the policy on determining material subsidiary is available on Company''s website at http://jmcprojects. com/cms/data content/statutory documents/related party_ transactions_2015104060849.pdf

DIRECTORS'' RESPONSIBILITY STATEMENT

The Annual Report of the Company containing the standalone and consolidated financial statements has been disseminated on the website of the Company at http://www.jmcprojects.com/investor/financials. Audited annual accounts of each of the subsidiary company have also been placed on the said website. Financial statements and related information of the subsidiaries are available for inspection by the members at the Registered Office of the Company. Members interested in obtaining copy of the audited annual accounts of the subsidiary companies may write to the Company Secretary at the Company''s registered office or corporate office address.

The performance and financial position of the Company''s subsidiaries and Joint Venture Company are summarized herein below:

( Rs, in Crores )

Name of the Company

% share

Total Income (Rs,)

Profit/(Loss) for the year (Rs,)

Share of profit / (loss) (Rs,)

Brij Bhoomi Expressway Pvt. Ltd. (CIN : U74900MH2010PTC261958)

100

29.7

(16.7)

(16.7)

Wainganga Expressway Pvt. Ltd.

100

40.6

(51.1)

(51.1)

(CIN : U45203MH2011PTC264642)

Vindhyachal Expressway Pvt. Ltd.

100

51.5

(4.2)

(4.2)

(CIN : U45203MH2012PTC271978)

JMC Mining & Quarries Ltd.

(CIN : U45201GJ1996PLC028732)

100

0.0

(0.0)

(0.0)

Kurukshetra Expressway Pvt. Ltd. (CIN : U45400HR2010PTC040303)

49.57

73.2

(80.7)

(40.0)

To the best of their knowledge and belief, Directors of the Company make the following statements in terms of Section134(3) (c) of the Companies Act, 2013.

(a) in the preparation of the annual accounts for the financial year ended March 31, 2016, the applicable accounting standards have been followed (along with explanation wherever required) and there is no material departure from the same;

(b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

(c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) they have prepared the annual accounts for the year ended March 31, 2016 on a going concern basis;

(e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

CORPORATE GOVERNANCE

Your Company is in compliance with the requirements and disclosures of Corporate Governance as stipulated in Listing Regulations. Pursuant to Regulation 34 read with Schedule

V of the Listing Regulations, a detailed report on Corporate Governance is given as an Annexure and forms integral part of this Annual Report. A certificate from the Practicing Company Secretary confirming compliance of the conditions of Corporate Governance as stipulated under the Listing Regulations is appended to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34 of the Listing Regulations, the Management Discussion and Analysis highlighting inter alia the business performance, risk management, internal control and affairs of the Company for the year ended March 31, 2016 is an integral part of this report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

In accordance with the provisions of the Act and the Articles of Association of the Company, Ms. Anjali Seth is liable to retire by rotation at the ensuing Annual General Meeting (AGM). Ms. Anjali Seth, being eligible, offers herself for re-appointment. Your Directors recommend her re-appointment as Director of the Company. The brief resume of Ms. Anjali Seth and other details as required under the Listing Regulations are given in the accompanying Notice of AGM.

Mr. D. R. Mehta, Mr. Shailendra Raj Mehta and Mr. M. G. Punatar as an Independent Directors of your Company have given a declaration confirming that they meet the criteria of independence as laid down under Section 149 of the Act and the Regulation 16(b) of Listing Regulations.

During the year under review, Mr. Manoj Kumar Singh, Executive Director & Key Managerial Personnel resigned from the services of the Company with effect from the close of business hours on October 13, 2015. The Board of Directors placed on record their sincere appreciation for the valuable contribution made by Mr. Manoj Kumar Singh during his tenure as an Executive Director of the Company.

Mr. Manoj Tulsian, CFO & Director (Finance) has been appointed as the Whole time Director of the Company designated as Whole time Director & Chief Financial Officer for a period of 3 years with effect from May 27, 2016 subject to the approval of the Members of the Company at the ensuing Annual General Meeting. The terms and conditions of his appointment and remuneration have been provided in the Notice convening the 30th Annual General Meeting of the Company.

During the year under review, Mr. Suresh Savaliya, Company Secretary and Key Managerial Personnel has resigned from the services of the Company with effect from the close of business hours on September 29, 2015. Mr. Sandeep Kumar Sharma, Treasury Head in the Company was appointed as a Company Secretary and Key Managerial Personnel of the Company with effect from December 31, 2015. Mr. Sandeep Kumar Sharma, resigned as a Company Secretary and Key Managerial Personnel of the Company with effect from the close of business hours on May 26, 2016 and in his place Mr. Samir Raval, was appointed as a Company Secretary and Key Managerial Personnel of the Company with effect from May, 27, 2016.

The details of Directors including remuneration, remuneration policy, criteria for qualification, independence, performance evaluation of the Board, Committees and Directors, meetings, committees and other details are given in the Corporate Governance Report, which is integral part of Board''s Report.

As on date, Mr. Shailendra Kumar Tripathi, CEO & Dy. Managing Director, Mr. Manoj Tulsian, Whole time Director & CFO and Mr. Samir Raval, Company Secretary are the Key Managerial Personnel of the Company. Details relating to remuneration policy of the KMP and other employees are mentioned in Annexure 5 of the Board''s Report.

BOARD EVALUATION

Pursuant to the provisions of Section 134(3), Section 149(8) and Schedule IV of the Act read with Listing Regulations 2015, an Annual Performance Evaluation of the Board, the Directors as well as Committees of the Board has been carried out. The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board which in detail has been provided in Corporate Governance Report. The properly defined and systematically structured questionnaire was prepared after having considered various aspects and benchmarks of the Board''s functioning, composition of the Board and its Committees, performance of specific duties, obligations and governance.

The performance evaluation of the Independent Directors was carried out by the entire Board and the performance evaluation of the Chairman and Non-Independent Directors was carried out by the Independent Directors in their separate meeting. The Board of Directors expressed their satisfaction with the evaluation process.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The familiarization programme aims to provide Independent Directors with the scenario of Engineering, Procurement and Construction Industry, the business model, the socio-economic environment in which the Company operates, the operational and financial performance of the Company. The familiarization programme also seeks to update the Independent Directors with their roles, rights, responsibilities, duties under the Act and other statutes. The policy on Company''s familiarization programme for Independent Directors is also posted on the Company''s website at http://jmcprojects.com/ cms/data content/statutory documents/familiarization_ programme_20151014060621.pdf.

MEETINGS OF THE BOARD

During the year, your Board met six (6) times the details of which are available in Corporate Governance Report annexed to this report.

AUDIT COMMITTEE

The Audit Committee of the Board has been constituted in terms of Listing Regulations and Section 177 of the Act. The constitution and other relevant details of the Audit Committee are given in the Corporate Governance Report. All the recommendations made by the Audit Committee were accepted by the Board of Directors.

AUDITORS & AUDITORS'' REPORT

The observation made in the Auditors Report on the Company''s financial statements for the financial year ended March 31, 2016 are self-explanatory and therefore do not require for any further comments/information. The auditors'' report does not contain any qualification or adverse remarks.

M/s. Kishan M. Mehta & Co, Chartered Accountants (Firm Registration No. 105229W) Statutory Auditors of the Company, hold office until the conclusion of the forthcoming Annual General Meeting and have expressed their unwillingness to be re-appointed.

A special notice has been received under Section 115 read with Section 140(4)(i) of the Companies Act, 2013 from a member proposing appointment of M/s. B S R & Co. LLP, Chartered Accountants (Firm Registration No. 101248W/W-100022) as the Statutory Auditors of the Company. Your Company has received a letter from M/s. B S R & Co. LLP, Chartered Accountants, expressing their willingness to be appointed and to the effect that their appointment, if made, would be within the prescribed limits under Section 141(3) (g) of the Act, and that they are not disqualified for the appointment. The requisite resolution for approval by the members of the Company has been set out in the Notice of the 30th Annual General Meeting of your Company.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Act, M/s. D. M. Zaveri & Co, Practicing Company Secretaries (PCS Registration No. 4363) had been appointed to undertake the secretarial audit of the Company for the year ended on March 31, 2016. The secretarial audit report is annexed herewith as an Annexure 2 which forms an integral part of this report. The said report does not contain any qualification, reservation or adverse remarks or disclaimer. During the year, the Secretarial Auditors had not reported any matter under Section 143(12) of the Act and therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

The Board of Directors of the Company on the recommendation of the Audit Committee has appointed M/s. D. M. Zaveri & Co, Practicing Company Secretaries (CP No. 4363), as Secretarial Auditor of the Company for the financial year ended March 31, 2017.

COST AUDIT

Pursuant to Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, your Company is required to appoint cost auditor for the audit of cost records of the Company. The Board of Directors of the Company on the recommendation of the Audit Committee had appointed M/s. K. G. Goyal & Associates, Cost Accountants (Registration No. 000024), as Cost Auditors of the Company to audit the cost records for the financial year ending March 31, 2017. Your Company has received their written consent that the appointment is in accordance with the applicable provisions of the Act and rules framed there under. The remuneration of Cost Auditors has been approved by the Board of Directors on the recommendation of the Audit Committee and the requisite resolution for ratification of remuneration of the Cost Auditors by the members of the Company has been set out in the Notice of the 30th Annual General Meeting of your Company.

Cost Audit Report for the financial year ended on March 31, 2015, issued by the Cost Auditor M/s. K. G. Goyal & Associates, has been filed with the Central Government as per the requirement of the Act.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Your Company has given guarantee, loan etc. to Wholly Owned Subsidiaries (WOS) and Joint Venture Company to meet their business needs. Your Company has extended the support to the financial needs of WOS being the special purpose vehicle formed for some of the road projects which would ultimately results in accruing benefits to the Company.

Details of loans, guarantees and investments as required under the provisions of Section 186 of the Act are mentioned in this Report and more details are given in the notes to the financial statements.

RELATED PARTY TRANSACTIONS

In line with the requirements of the Companies Act, 2013 and Listing Regulations, your Company has formulated a policy on related party transactions which is also available on Company''s website at http://www.jmcprojects.com/ cms/data content/statutory documents/related _party_ transactions_20151014060849.pdf. This policy deals with the review and approval of related party transactions. The Board of Directors of the Company has approved the criteria for giving the omnibus approval by the Audit Committee within the overall framework of the policy on related party transactions.

Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and at arm''s length basis. Pursuant to Regulation 23 of the Listing Regulations, all related party transactions were placed before the Audit Committee on a quarterly basis, specifying the nature, value and terms and conditions of the transactions for their review and approval.

There were no material related party transactions made by the Company during the financial year under review. Accordingly, the disclosure of related party transactions as required under Section 134(3) (h) of the Act in form AOC-2 is not applicable to your Company.

The related party disclosures as specified in Para A of Schedule

V read with Regulation 34(3) of the Listing Regulations are given in the Financial Statements.

INTERNAL FINANCIAL CONTROL

Your Board is responsible for ensuring that Internal Financial Controls which have been laid down in the Company are adequate and functioning efficiently and effectively. Your Company has in place policies, procedure, control framework and management systems for ensuring the orderly and efficient conduct of its business, including adherence to Company''s policies. These have been established at the entity and process levels and are designed to ensure compliance to internal control requirements, regulatory compliances and appropriate recording of financial information.

The top management and the Audit Committee evaluate internal financial control system periodically.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has formed a Whistle-Blower Policy for establishing a vigil mechanism for directors and employees to report genuine concerns regarding unethical behavior and mismanagement, if any. The said mechanism also provides for strict confidentiality, adequate safeguards against victimization of persons who use such mechanism and makes provision for direct access to the chairperson of the Audit Committee in appropriate cases.

No personnel have been denied access to the Audit Committee pertaining to whistle blower policy.

The said Whistle-Blower Policy has been disseminated at investor relation section on the Company''s website http:// www.jmcprojects.com/cms/data_content/statutory_ documents/whistleblower_policy_20151014055834.pdf

REMUNERATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The main objective of the said policy is to ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate the Directors, KMP and senior management employees. This policy also lays down criteria for selection and appointment of Board Members. The details of this policy are explained in the Corporate Governance Report. The details of the remuneration policy of the Company is available on the Company''s website www.jmcprojects.com

PARTICULARS OF EMPLOYEES

The statement of Disclosure of Remuneration under Section 197(12) of the Act read with the Rule 5 (1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure 3 to this Report.

The information as per the provisions of Section 197(12) of the Act read with Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Report. However, as per first proviso to Section 136(1) of the Act and second proviso to Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Report and Financial Statements are being sent to the members of the Company excluding the statement of particulars of employees under Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Any member interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In accordance with the requirements of Section 135 of the Act, your Company has constituted a CSR Committee, which comprises Mr. D. R. Mehta, Chairman of the Company as its Chairman, Mr. S. K. Tripathi and Mr. Kamal Jain as its members. The Company has also framed a CSR Policy in compliance with the provisions of the Act and content of the same is placed on the Company''s website at website http://www.jmcprojects. Com/cms/data_content/statuto ry_docu me nts/csr_ policy_20151014060800.pdf. The thrust areas for CSR include care and empowerment of underprivileged and differently baled persons and education. The CSR Policy provides about areas of activities, thrust area, types of projects, programs, modes of undertaking projects / programs, process, approval, resources etc.

Your Company has spent Rs, 70 lacs on the CSR front through the Foundation not fulfilling the established track record criteria of three years specified by the Companies (Corporate Social Responsibility Policy) Rules, 2014. However, the amount to be spent under Section 135(5) of the Act for CSR Activities during the year under report is intended to be spent in a phased manner in future upon identification of suitable projects within the Company''s CSR Policy.

The report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been annexed to this Report as an Annexure 4 which forms an integral part of this report.

EXTRACT OF ANNUAL RETURN

The extract of the Annual Return of the Company is annexed as an Annexure 5 and forms an integral part of this report.

MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the financial year under review and the date of this report.

EMPLOYEE STOCK OPTION SCHEME

The Company had earlier granted 6,00,000 Stock Options to the eligible employees. These stock options were entitled for conversion into equity shares within four years from the date of vesting of the stock options at the discretion of the employees concerned. The last date for exercise of these options was July 21, 2015 however, no grantee has exercise any option during the exercise period and hence, all the vested stock options have lapsed as on July 21, 2015.

The Company has no outstanding GDRs/ADRs/warrants/options or any other Convertible Instruments as on March 31, 2016.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE

The information required under Section 134(3) (m) of the Ac1 read with the Companies (Accounts) Rules, 2014 with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo are as under.

Conservation of Energy and Technology Absorption

Considering the nature of activities being carried out by the Company, provisions pertaining to conservation of energy and technology absorption are not much relevant to the Company and hence not provided. However, the Company has used technology in respect to information and engineering in its operations. Your Company always put effort for conservation of energy wherever possible.

Foreign Exchange earning & Outgo

( Rs, in Crores )

Particular

Year 2015-16

Year 2014-15

Foreign Exchange earned

41.00

14.76

Foreign Exchange used / outgo

64.11

10.21

The detail information on foreign exchange expenditure is furnished in the Notes in financial statements.

DEPOSITS

Your Company has not accepted or renewed any deposits under chapter V of the Act and Companies (Acceptance of Deposits) Rules, 2014 from public / members during the year. All the deposits which were accepted / renewed in the past have been repaid on its respective maturity dates during the year and the Company has also made redemption (including interest thereon) by issuing redemption chorus dated March 31, 2016 of all the outstanding deposits whose maturity dates were beyond March 31, 2016 and also redeemed all unclaimed deposits on that date. There has been no default in the repayment of deposits and interest due thereon. There were no deposits which were due, claimed and remained unpaid by the Company as on March 31, 2016.

Credit Analysis and Research Limited (CARE) has assigned CARE A rating to the deposits remained outstanding till March 31, 2016, which indicate adequate degree of safety regarding timely servicing of financial obligations.

RISK MANAGEMENT

At JMC, risks are measured, estimated and controlled with the objective to mitigate adverse impact. Your Company''s fundamental approach to risk management includes, anticipate, identify and measure the risk. Your Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major relevant risk elements includes increase in price in inputs, material, market risk, regulatory and legal risk, oversight in estimation and others. Major areas in risk management which is in place includes, group assurance cell, internal audit programs, process of estimation, contract management, SOPs, and effective use of ERP in decision making process.

More details in respect to the risk management are given in Management Discussion and Analysis Report (MDA).

INTERNAL CONTROL

Your Company has internal control system for major processes to ensure reliability of financial reporting, achievement of operational and strategic goals, safeguarding of assets and economical efficient use of resource and compliance with applicable laws and regulations. Your Company''s internal control systems are commensurate with the nature, size and complexity of its business and operations. Your Company also has documented standard operating procedures (SOPs) for various processes.

The internal audit department monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies of the Company. Significant observations and actions thereon are presented to the Audit Committee. Internal audit department also assess opportunities for improvement in business process, systems and control, provides recommendations and follows up on improvement and corrective actions whenever necessary.

Further details in respect to internal control are given in Management Discussion and Analysis Report (MDA).

HUMAN RESOURCE MANAGEMENT

Your Company firmly believes that employees are corner stone of the organization and investing in them thoughtfully and strategically reaps rewards that pay-off in the long run. Through regular training and skill enhancement program, your Company strives to bring congruence between personal career goals of the employees and overall objective of the organization. Your Company has put in comprehensive system in place for identifying and addressing various training needs at all the levels of the organization. Your Company believes this will help in creating challenges and empowering work environment that rewards dedication and work ethics to our employees. Your Company also organizes focused developmental programs to build and strengthen employees'' technical/functional and behavioral competencies across levels of our organization. These training programs include self-awareness, personal effectiveness, managerial competencies, project management, formwork, skills up gradation etc.

Your Company continues to conduct engagement programs for employees and their families like annual picnic, medical check-up, yoga sessions, blood donation, sports tournaments, celebrating festivals, distribution of long service awards etc. The Welfare Trust of the Company helps the needy employees for their financial support.

QUALITY, HEALTH & SAFETY MANAGEMENT SYSTEM

To strive for excellence through continual improvement and to maintain its commitment to customer''s expectations for quality and services, your Company adheres to the Quality Management Systems as per International Standard ISO 9001:2008. Your Company has also implemented International Standard ISO 14001:2004 (Environmental Management System) and BS OHSAS 18001:2007 (Occupational Health & Safety Assessment Series) to protect our Environment, safeguarding the occupational health and safety of all our employees and adopted Integrated Management System by integrating ISO 9001:2008, ISO 14001:2004 and BS OHSAS 18001:2007. Your Company has been consistently pursuing best construction practices with uncompromising quality, environment and safety standards which are recognized by our clients / associates and Govt. bodies through awards / accreditations.

OTHERS INFORMATION / DISCLOSURES

There are no significant or material orders passed by the regulator or courts or tribunal which impact the going concern status of the Company and its future operations.

Your Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. There was no complaint about sexual harassment during the year under review.

APPRECIATION

Your Company has been able to perform better with the continuous improvement in all functions and areas which coupled with an efficient utilization of the Company''s resources led to sustainable and profitable growth of the organization. Your Directors express their deep sense of appreciation and extend their sincere thanks to every executive, employee and associates for their dedicated and sustained contribution and they look forward the continuance of the same in future.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for the continuous assistance, support and cooperation received from all the stakeholders viz. financial institutions, banks, governments, authorities, shareholders, clients, suppliers, customers and associates.

For and on behalf of the Board of Directors

Shailendra Kumar Tripathi

CEO & Dy. Managing Director

Manoj Tulsian

Whole time Director & CFO

Date: May 27, 2016

Place: Mumbai


Mar 31, 2015

The Directors of your Company are pleased in presenting the 29th Annual Report with audited financial statements of the Company for the financial year ended on March 31, 2015.

FINANCIAL RESULTS

The standalone financial highlights and performance of the Company for the year ended on March 31, 2015 is summarized below.

(Rs,in Crores)

For the year For the year Financial Results ended on March ended on March 31 2015 31 2014

Total Revenue 2,413.10 2,662.82

Profit before Depreciation, Interest & Tax 176.61 144.25

Less: Depreciation 48.92 58.90

Interest 84.06 55.14

Profit before Tax 43.63 30.21

Provision for Tax (including Deferred Tax) 13.77 7.24

Net Profit after Tax (for the period) 29.86 22.97

Add: Surplus brought forward from previous year 172.49 157.13

Profit available for Appropriation 202.35 180.10

Appropriation:

Proposed Dividend on Equity Shares of Rs. 10/- each 2.61 2.61

Corporate Dividend Tax on Equity Dividend (including surcharge) 0.53 0.44

Transferred to Debenture Redemption Reserves 1.06 2.31

Transferred to General Reserve 2.25 2.25

Balance carried to Balance Sheet 195.90 172.49

TOTAL 202.35 180.10

During the year ended March 31, 2015, your Company has achieved Total Revenue (i.e. Revenue from Operation & Other income) of Rs. 2,413.10 crores as against Rs. 2,662.82 crores for the previous year ended March 31, 2014. The Company has achieved Profit before tax of Rs. 43.63 crores for the current year as against Rs. 30.21 crores for the previous year.

STATE OF AFFAIRS AND MANAGEMENT DISCUSSION AND ANALYSIS

Management discussion and analysis (MDA) highlighting inter alia the business performance, risk management, internal control and affairs of the Company for the year ended March 31, 2015 is given in a separate section which is integral part of this Annual and Board's Report.

DIVIDEND

In view of the Company's performance during the financial year under consideration, the Directors are pleased to recommend for approval of members a dividend of Rs. 1.00 per equity share of face value of Rs. 10 each (previous year Rs. 1 per equity share) on equity shares and seek approval of the members. If approved, the total outgo on account of the dividend on existing equity capital would be Rs. 2.61 crores (excluding corporate tax on dividend).

APPROPRIATIONS

It is proposed to transfer Rs. 2.25 crores to the General Reserve and other appropriation as mentioned in the profit and loss statement, for the year under review.

NEW PROJECTS / CONTRACTS

During the year under review, the Company has received new contracts of approx Rs. 3,148 crores. As on March 31, 2015 the aggregate value of orders on hand stands at Rs. 5,674 Crores.

The details of some of the major contracts received during the year are as below.

Factories & Buildings

a) Civil works of Residential Apartment for Prestige group at Bangalore

b) Construction of Residential Apartment and other Apartment Towers for Hiranandani Group At Bangalore

c) Project Construction of Residential Property for Purvankara Group at Coimbatore

d) RCC Civil & Allied works for residential complex Phase for Mahindra Lifespace at Pune, Maharashtra.

e) Civil works at Commercial Building for RMZ ECOWORLD at Bangalore

f) Construction of Additional Office Complex for the Supreme Court of India, New Delhi.

g) Rural Electrification Corporation World Headquarter Building at Gurgaon

h) Civil & mechanical works for Construction of Refinery for Reliance Industries at Jamnagar

i) Civil , Structural, MEP & other associated works for tertiary cancer Hospital Project for Vedanta Medical Research Foundation at Raipur

Infrastructure

Design and construction of two additional arms with merging facility to the under construction flyover at Bhiwandi.

Power

Construction of machinery foundations, civil building in power block and handling packages for SKS Power at Raigarh, Chhattisgarh.

YEARS AHEAD AND PROSPECTS

The Company has sufficient order book position to achieve the growth in both top line as well as bottom line in the coming years. The Company has already entered into international business by securing a road project and is looking for other opportunities in International market. Your Company has been able to improve margins substantially during the year and would continue to improve the same in the coming years.

FINANCE

During the year, the Company has invested Rs. 132.73 crores as loans in Special Purpose Vehicles (SPVs) incorporated for its Road Projects which was funded through term loans & internal accruals.

Total addition in the fixed assets was Rs. 104.31 crores during the year which was funded through Rupee Term Loans and internal accruals. The Company has sufficient fund based & non-fund based limits to cater to its existing fund requirements.

DEPOSITS

Company has not accepted/renewed deposits under chapter V of the Companies Act, 2013 from public/members during the year. Deposits accepted/renewed in past are continued as per the applicable provisions of the Companies Act, 2013 which will be paid on due dates. There has been no any default in repayment of deposit and interest amount. As on March 31, 2015, deposits stood at Rs. 11.13 crores, out of which a sum of Rs. 0.23 crores relating to 64 depositors remained unclaimed. The Company had sent reminders to all the depositors for their unclaimed deposits out of which some deposits were claimed and paid accordingly. There was no any deposit which claimed and remained unpaid by the Company during the year.

Credit Analysis and Research Limited (CARE) has assigned CARE A rating to the deposits, which indicate adequate degree of safety regarding timely servicing of financial obligations.

DIRECTORS AND KMP

In accordance with the provisions of the Companies Act, 2013 (the Act) and the Articles of Association of the Company, Mr. Manoj Kumar Singh is liable to retire by rotation at the ensuing Annual General Meeting (AGM). Mr. Singh, being eligible, offers himself for re-appointment. Your Directors recommend his re-appointment as Director of the Company. Details about the said director are given in the accompanying Notice of AGM.

The Company has appointed in the last AGM held on September 27, 2014, Mr. D. R. Mehta, Mr. Shailendra Raj Mehta and Mr. M. G. Punatar as independent directors for a term of five years, pursuant to the Act and Listing Agreements. Every Independent Director has given declarations that he meets the criteria of independence as laid down under Section 149 of the Act and Clause 49 of the Listing Agreements.

The Board appointed Ms. Anjali Seth as an Additional Director of the Company in the category of non-executive director with effect from August 1, 2014. Thereafter, at the AGM of the Company held on September 27, 2014, the Members of the Company appointed her as a Director under the Act.

Further details of Directors including remuneration, remuneration policy; criteria for qualification, independence; performance evaluation of the Board, Committees and Directors; meetings, committees and other details are given in the Corporate Governance Report, which is integral part of this Annual and Board's Report.

Mr. Shailendra Kumar Tripathi, CEO & Dy. Managing Director, Mr. Manoj Kumar Singh, Executive Director, Mr. Manoj Tulsian, CFO and Mr. Suresh Savaliya, Company Secretary are the Key Managerial Personnel (KMP) of the Company, pursuant to the provisions of the Act. CFO has been designated as KMP from May 2014. Details relating to remuneration policy of the KMP and other employees are mentioned in the Corporate Governance Report.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief, Directors of the Company make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013.

(a) in preparation of the annual accounts for the financial year ended on March 31, 2015, the applicable accounting standards have been followed (along with explanation wherever required) and there is no material departure from the same.

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the aforesaid period.

(c) the Directors had taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(d) the Directors have prepared the annual accounts for the year ended March 31, 2015 on a going concern basis.

(e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

(f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standard of corporate governance aligned with the best practices. Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges in India viz. BSE Limited and National Stock Exchange of India Limited ("Stock Exchanges"), a detailed report on Corporate Governance is given as a part of this Annual Report. The Company is in compliance with the requirements and disclosures that have to be made in this regard. A certificate from the Practicing Company Secretary confirming compliance of the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges is appended to the said Report.

Ministry of Corporate Affairs (MCA) released in December 2009 the "Corporate Governance Voluntary Guidelines 2009". The Guidelines are recommendatory and voluntary in nature. However considering the importance of Corporate Governance, the Company is reviewing its Corporate Governance practice in the context of other recommendation under the said Guidelines for appropriate adoption aligns with the Listing Agreements and the Act.

AUDIT COMMITTEE

Audit Committee of the Board has been constituted in terms of Listing Agreements with the Stock Exchanges and section 177 of the Act. Constitution and other details of the Audit Committee are given in Corporate Governance Report.

AUDITORS & AUDITORS' REPORT

The observation made in the Auditors Report on the Company's financial statements for the financial year ended March 31, 2015 are self-explanatory and therefore do not require for any further comments/information. The auditors' report does not contain any qualification or adverse remarks.

The present auditor of the Company, M/s. Kishan M. Mehta & Co, Chartered Accountants retire at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. The Board of the Company recommends their reappointment. Members are requested to consider their reappointment.

SECRETARIAL AUDIT

Pursuant to the provisions of section 204 of the Act, D. M. Zaveri & Co, Practicing Company Secretaries had been appointed to undertake the secretarial audit of the Company for the year ended on March 31, 2015. The secretarial audit report is annexed herewith as Annexure 1. The said report does not contain any qualification or adverse remarks or disclaimer.

COST AUDIT

Pursuant to section 148 and applicable provisions of the Act and the Companies (Cost Records and Audit) Rules 2014, the Company is required to appoint cost auditor for cost audit of cost records of the Company. The Board of Directors of the Company has appointed M/s. K. G. Goyal & Associates, Cost Accountants, as the Cost Auditor to audit the cost records for the financial year ending March 31, 2016. Remuneration of the said Cost Auditor is subject to approval by the members of the Company. Relevant detail including remuneration is given in accompanying Notice of AGM.

Cost Audit Report for the financial year ended on March 31, 2014, issued by Cost Auditor M/s. K. G. Goyal & Associates, has been filled with the Central Government as per requirement of the Act.

CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the Listing Agreements with the Stock Exchanges and the Act, consolidated financial statements of the Company and its subsidiaries, associate/joint venture, have been prepared as per the applicable accounting standards. The audited consolidated financial statements along with the auditors' report thereon have been annexed with this Report. As regard to the disclosure in the Auditor's Report on consolidated financial statement about delay in payment of dues to Bank, there was some delay in payment of dues to Bank, in one of its SPV which is a joint venture between the Company and SREI Infrastructure Finance Limited, however dues being paid subsequently.

SUBSIDIARIES AND ASSOCIATE / JV COMPANIES

The Company has four Indian wholly owned subsidiaries. There has been no change in the number of subsidiaries, associate/JV Company during the year under review. A statement containing salient features of the financial statements of the subsidiaries, associates/joint venture company is also attached to the financial statements.

Annual Report of the Company, containing standalone and the consolidated financial statements has been posted on the website of the Company, www.jmcprojects.com. Audited annual accounts of each of the subsidiary company have also been placed on the said website. Financial statements and related information of the subsidiaries are kept for inspection by members at the registered office of the Company. Shareholders interested in obtaining copy of the audited annual accounts of the subsidiary companies may write to the Company Secretary at the Company's registered office or corporate office.

Following are the financials and performance of subsidiaries and associate company.

Brij Bhoomi Expressway Pvt. Ltd. (BEPL)

BEPL is a Special Purpose Vehicle (SPV) incorporated as a wholly owned subsidiary of the Company for execution of a road project between Agra Aligarh in the State of UP on DBFOT basis awarded by NHAI. BEPL has started its tolling operation since May 2014. There is gradual increase in the revenue from toll collection. During the year, the Company has provided loan of Rs. 4.42 crores to BEPL.

Wainganga Expressway Pvt. Ltd. (WEPL)

WEPL is a Special Purpose Vehicle (SPV) incorporated as a wholly owned subsidiary of the Company for execution of a road project from Nagpur to Wainganga Bridge Section in the State of Maharashtra on DBFOT basis awarded by NHAI. During the year, the Company has provided loan of Rs. 31.01 crores to WEPL. WEPL has recently received Provisional COD and has started tolling operations.

Vindhyachal Expressway Pvt. Ltd. (VEPL)

VEPL is a Special Purpose Vehicle (SPV) incorporated as a wholly owned subsidiary of the Company for execution of a road project from Rewa to Madhya Pradesh/Uttar Pradesh Border in the State of Madhya Pradesh on DBFOT basis awarded by MPRDC. During the year, the Company has provided loan of Rs. 58.80 crores. VEPL has recently received Provisional COD and has started tolling operations.

JMC Mining & Quarries Ltd. (JMQL)

JMQL wholly owned subsidiary, does not have any operations and has earned other income of Rs. 0.07 crores for the current year as against total revenue of Rs. 0.36 crores for the previous year. During the year the Company has incurred loss of Rs. 0.05 crores as against loss of Rs. 0.23 crores in previous year. The Company during the coming year will cut down the expenses and try and avoid any future losses. During the year, the Company has provided loan of Rs. 0.22 crores to JMQL.

Kurukshetra Expressway Private Limited (KEPL)

KEPL is associate / JV of the Company. It is a Special Purpose Vehicle (SPV) incorporated for execution of a road project from Rohtak to Bawal in the state of Haryana on DBFOT basis awarded by NHAI. The Company has received provisional COD and has started tolling operations. The Company held 49.57% of equity shares in the KEPL. During the year, the Company has provided loan of Rs. 38.50 crores to KEPL.

LOANS, GUARANTEES AND INVESTMENTS

The Company has given guarantee, loan etc to wholly owned subsidiaries and Joint Venture Company to meets their business needs. They are being SPVs for road projects, the Company to support them to meet purpose of establishing such SPVs. Such support would ultimately results in accruing benefits to the Company.

Details of loans, guarantees and investments are mentioned in this Report and more details are given in the notes to the financial statements.

RELATED PARTY TRANSACTIONS

Related party transactions entered into during the financial year were primarily on an arm's length basis and in the ordinary course of business. There are no materially significant related party transactions made by the Company with Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. None of the Directors has pecuniary transaction vis-à-vis the Company.

Details of related party transactions are provided in the notes to financial statement.

During the year under review there was no new transaction entered into as referred to in section 188(1) of the Act.

Related party transactions are placed before the Audit Committee and also before the Board wherever necessary in compliance with the provision of the Act and Listing Agreements.

The Related Party Transaction policy of the Company including determining material subsidiaries is posted in the Investors section on the Company's website or link,

http://jmcprojects.com/corporate_governance.html

CORPORATE SOCIAL RESPONSIBILITY

As a part of its initiatives under Corporate Social Responsibility (CSR), the Company has undertaken CSR programs. Thrust areas for CSR include care and empowerment of underprivileged and differently abled persons and education. These activities are largely in accordance with CSR activities as described under the Act.

The Board has constituted a CSR Committee of Directors. More details about the Committee are given in the CSR Annual Report annexed to this Report.

The Company has framed a CSR Policy in compliance with the provisions of the Act and content of the same is placed on the Company's website www.jmcprojects.com. The CSR Policy provides about areas of activities, thrust area, types of projects, programs, modes of undertaking projects / programs, process, approval, resources etc. further detail about the development, amount contributed and initiatives taken by the JMC on CSR during the year are mentioned in CSR Report attached to this Report as Annexure 2.

HUMAN RESOURCE MANAGEMENT

We firmly believe that employees are corner stone of the organization and investing in them thoughtfully and strategically reaps rewards that pay-off in the long run. Through regular training and skill enhancement program, we strive to bring congruence between personal career goals of the employees and overall objective of the organization. The Company has put in comprehensive system in place for identifying and addressing various training needs at all the levels of the organization. We believe this will help in creating challenges and empowering work environment that rewards dedication and work ethics to our employees. We also provide them training on behavioral aspects, such as personality development, communication skills etc. to help improving their efficiency. These training programs include technical trade, managerial skills, functional skills, behavioral skills, etc.

We continue to conduct programs for employees and their families like, annual picnic, medical checkups at regular interval, distribution of long service awards etc. a welfare trust of the employees of the Company helps the needy employees for their financial support.

PARTICULARS OF EMPLOYEES

Detail of the employees relating to remuneration ratio of each director to the median employee's remuneration and other details under Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 and applicable provisions, are annexed to this Report as Annexure 3.

During the year, there were few employees who received remuneration of Rs. 60 lakhs or more per annum and Rs. 5 lakh or more per month, in case not employed for full year. None of them are relative of any Director of the Company. In accordance with the provisions of Section 197(12) of the Companies Act, 2013 and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the names and other particulars of employees are set out in the annexure to the Board's Report. In terms of the provisions of Section 136(1) of the Companies Act, 2013, this Report is being sent excluding aforesaid information which is available for inspection by the members at the registered office of the Company. Any members interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company.

EMPLOYEE STOCK OPTION SCHEME

During the year under review, none of the employees has opted for conversion of the Options into equity shares.

The disclosure required to be made under section 62 of Companies Act, 2013 read with the Companies (Share Capital and Debentures) Rules 2014, Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme), Guidelines 1999 / SEBI (Share Based Employee Benefits) Regulations 2014 if and as may be applicable, is provided in attachment to this Report as Annexure 4.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In staying true to our values of strength, performance and passion, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.

The Company has a Whistle-Blower Policy for establishing a vigil mechanism for directors and employees to report genuine concerns regarding unethical behavior and mismanagement, if any. The said mechanism also provides for strict confidentiality, adequate safeguards against victimization of persons who use such mechanism and makes provision for direct access to the chairperson of the Audit Committee in appropriate cases. No personnel have been denied access to the audit committee.

The said Whistle-Blower Policy has been hosted in Investors section on the Company's website www.jmcprojects.com

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE

The information required under section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014 with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo are as under.

Conservation of Energy and Technology Absorption

Considering the nature of activities being carried out by the Company, provisions pertaining to conservation of energy and technology absorption are not much relevant to the Company and hence not provided. However the Company has used technology in respect to information and engineering in its operations. Company always effort for conservation of energy wherever possible.

RISK MANAGEMENT

At JMC, risks are measured, estimated and controlled with the objective to mitigate adverse impact. The Company's fundamental approach to risk management includes, anticipate, identify and measure the risk. The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major relevant risk elements includes increase in price in inputs, material, market risk, regulatory and legal risk, oversight in estimation and others. Major areas in risk management which is in place includes, group assurance cell, internal audit programs, process of estimation, contract management, SOPs, and effective use of ERP in decision making process.

More details in respect to the risk management are given in Management Discussion and Analysis Report (MDA).

INTERNAL CONTROL

The Company has internal control system for major processes to ensure reliability of financial reporting, achievement of operational and strategic goals, safeguarding of assets and economical and efficient use of resource. The Company's internal control systems are commensurate with the nature, size and complexity of its business and operations. The Company also has documented standard operating procedures (SOPs) for various processes.

The internal audit department monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies of the Company. Significant observations and actions thereon are presented to the Audit Committee. Internal audit department also assess opportunities for improvement in business process, systems and control, provides recommendations and follows up on improvement and corrective actions whenever necessary.

Further details in respect to internal control are given in Management Discussion and Analysis Report (MDA).

QUALITY, HEALTH & SAFETY MANAGEMENT SYSTEM

To strive for excellence through continual improvement and to maintain its commitment to customer's expectations for quality and services, the Company adheres to the Quality Management Systems as per International Standard ISO 9001:2008. Company has implemented Integrated Management System by integrating ISO 14001:2004 (Environmental Management System), BS OHSAS 18001:2007 (Occupational Health & Safety System) with ISO 9001:2008. The Company has been consistently pursuing best construction practices with uncompromising quality, environment and safety standards which are recognized by our clients / associates and Govt. bodies through awards / accreditations.

OTHERS INFORMATION / DISCLOSURES

There are no significant material orders passed by the Regulator/ courts/tribunal which would impact the going concern status of the Company and its future operation.

Extract of the annual return in MGT 9 is annexed to this Report as Annexure 5.

The Company has policy on anti-sexual harassment of women and internal complaint committee in this respect. There was no complaint during the year.

APPRECIATION

Considering the employees strength as human wealth of the Company, the Directors express their deep sense of appreciation and extend their sincere thanks to every executive, employee and associates for their dedicated contribution and Directors also look forward the continuance of it in the times to come.

ACKNOWLEDGEMENT

Your Directors express their feelings of gratitude for the continuous assistance, support and cooperation which have been received from the financial institutions, banks, governments, authorities, shareholders, clients, suppliers, customers and associates.

For and on behalf of the Board

JMC Projects (India) Limited



Sd/-

Shailendra Kumar Tripathi

CEO & Dy. Managing Director



Sd/-

Manoj Kumar Singh

Executive Director

Place: Mumbai

Date: May 29, 2015


Mar 31, 2014

Dear Members,

The Directors take pleasure in presenting the 28th Annual Report with the audited statement of accounts of the Company for the year ended 31st March, 2014.

FINANCIAL RESULTS

The performance of the Company for the year ended on 31st March, 2014 is summarized below.

(Rs. In Crores)

Financial For the year ended For the year ended Results on 31st March, 2014 on 31st March, 2013

Total Revenue 2,662.82 2,543.13

Profit before Depreciation, Interest & Tax 144.25 125.73

Less: Depreciation 58.90 54.86

Interest 55.14 54.95

Profit before Tax 30.21 15.92

Provision for Tax (including Deferred Tax) 7.24 (2.41)

Net Profit after Tax (for the period) 22.97 18.33

Add: Surplus brought forward from previous year 157.14 147.36

Profit available for Appropriation 180.11 165.69

Appropriation:

Proposed Dividend on Equity Shares of Rs. 10/- each 2.61 2.61

Corporate Dividend Tax on Equity Dividend (including surcharge) 0.44 0.44

Transferred to Debenture Redemption Reserves 2.31 3.25

Transferred to General Reserve 2.25 2.25

Balance carried to Balance Sheet 172.50 157.14

TOTAL 180.11 165.69

During the year ended 31st March, 2014, your Company has achieved Total Revenue (i.e. Revenue from Operation & Other income) of Rs. 2,662.82 crores as against Rs. 2,543.13 crores for the previous year ended 31st March, 2013. The Company has achieved Profit before tax of Rs. 30.21 crores for the current year as against Rs. 15.92 crores for the previous year.

STATE OF AFFAIRS AND MANAGEMENT DISCUSSION AND ANALYSIS

Management discussion and analysis highlighting inter alia the business performance and affairs of the Company for the year ended 31st March, 2014 is given in a separate section which forms part of this Report.

DIVIDEND

In view of the CompanyRs.s performance during the financial year under consideration, your Board has recommended a dividend of Rs. 1 per equity share of face value of Rs. 10 each (previous year Rs. 1 per equity share) on entire 2,61,18,348 equity shares and seek approval of the members. If approved, the total outgo on account of the dividend will be Rs. 2.61 crores (excluding corporate tax on dividend).

APPROPRIATION

It is proposed to transfer Rs. 2.25 crores to the General Reserve and other appropriation as mentioned in the profit and loss statements, for the year under review.

NEW PROJECTS / CONTRACTS

During the year under review, the Company has received new contracts of approx. Rs. 2,542 crores. The details of some of the major contracts received during the year are as below.

Factories & Buildings

a) Civil work of 3 Commercial buildings for Mantri Group at Bangalore.

b) Construction of Residential Property for Puvankara Projects at Chennai.

c) Construction of Hospital, OPD & other associated works for Kalpana Chawla Govt. Medical College at Karnal, Haryana

d) Civil & Structural work for IT Park for RGA Software Infrastructure at Bangalore.

e) Civil & Structural work of Residential Township project for Adhiraj Construction at Navi Mumbai.

f) Construction of Housing Complex and external development & services for AIIMS, Raebareli.

g) Construction of Residential Towers for EMAAR, MGF Business Park, at Gurgaon.

h) Civil work, Rock anchors, waterproofing, Gypsum and other allied works for 4 multistoried residential towers "Kalpataru Radiance" at Mumbai.

i) Construction of 6 High Rise towers & Club House of Group Housing Project for Lemon Tree Land and Developers at Gurgaon.

j) Construction of National Centre for Biological Sciences Research Laboratory for Government of India at Bangalore.

k) Construction of office building for CMC Ltd at Kolkata.

1) Infrastructure Works at proposed Development - "Prestige Lakeside Habitat" at Bangalore.

m) Construction of Ceremonial Hall adjoining Auditorium in President Estate for CPWD at New Delhi.

Infrastructure

Construction of flyover at Jalgaon T point on Aurangabad Jalana Road for Maharashtra Road Development Corporation Ltd. at Aurangabad.

Power

Civil works of 6 x 600 MW Ultra Mega Power Project for Reliance Infrastructure at Sasan, Madhya Pradesh.

As on 31st March, 2014 the aggregate value of orders on hand stands at Rs. 5,088 Crores.

YEARS AHEAD AND PROSPECTS

The Company has sufficient order book position to achieve the growth in both top line as well as bottom line in the coming years. The Company has already entered into international business by securing a road project and is looking for other opportunities in International market. Looking at the current scenario of global economy, it is perceived that the margins may remain under pressure to some extent. However, your Company has been able to improve margins during the year.

FINANCE

During the year, the Company has invested Rs. 14.90 crores as Equity & Rs. 87.63 crores as loans in Special Purpose Vehicles (SPVs) incorporated for its Road Projects which was funded through term loans & internal accruals.

Total addition in the fixed assets was Rs. 84.17 crores during the year which was funded through Rupee Term Loans and internal accruals. The Company has sufficient fund based & non-fund based limits to cater to its existing fund requirements.

FIXED DEPOSIT

During the year, the Company has accepted / renewed deposits from public and shareholders within the prescribed limits. As on 31st March, 2014, deposits stood at Rs. 14.55 crores, out of which a sum of Rs. 12.45 Lacs relating to 35 depositors remained unclaimed. The Company had sent reminders to all the depositors for their unclaimed deposits out of which some deposits were claimed and paid subsequently. There were no deposits which were claimed and remained unpaid by the Company as on 31st March, 2014.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956/2013 and the Articles of Association of the Company, Mr. Hemant Modi is liable to retire by rotation at the ensuing Annual General Meeting (AGM). The director, being eligible, offers himself for re-appointment. Your Directors recommend his re-appointment as Director of the Company. The Board also recommends appointment of Mr. D. R. Mehta, Mr. Shailendra Raj Mehta and Mr. M. G. Punatar as independent directors. Necessary details about the said directors are given in the accompanying Notice of AGM, pursuant to the Listing Agreements.

Mr. Suhas Joshi resigned from the office of Director of the Company with effect from July 25, 2013. The Board placed on record their deep sense of appreciation for contribution made by Mr. Joshi as a Co-founder and Director during his tenure as member of the Board.

DIRECTORS'' RESPONSIBILITY STATEMENT

In compliance with section 217(2AA) of the Companies Act 1956, your directors confirm that:

(a) in preparation of the annual accounts for the financial year ended on 31st March, 2014, the applicable accounting standards have been followed (along with explanation wherever required) and there is no material departure from the same;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the company for the aforesaid period;

(c) the Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The Directors have prepared the annual accounts for the year ended 31st March, 2014 on a going concern basis.

CORPORATE GOVERNANCE

The Company is committed to maintain highest standard of corporate governance aligned with the best practices. Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges in India, a detailed report on Corporate Governance is given as a part of this Report. The Company is in compliance with the requirements and disclosures that have to be made in this regard. A certificate from Practicing Company Secretary confirming compliance of the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with Bombay Stock Exchange and National Stock Exchange of India ("Stock Exchanges") is annexed to this Report.

Ministry of Corporate Affairs (MCA) released in December 2009 the "Corporate Governance Voluntary Guidelines 2009". The Guidelines are recommendatory and voluntary in nature. However considering the importance of Corporate Governance, the Company will be reviewing its Corporate Governance practice in the context of other recommendation under the said Guidelines for appropriate adoption.

AUDIT COMMITTEE

Audit Committee of the Board has been constituted in terms of Listing Agreements with the Stock Exchanges and section 292A of the Companies Act 1956. Constitution and other details of the Audit Committee are given in "Report on Corporate Governance".

AUDITORS & AUDITORS'' REPORT

The observation made in the Auditors Report on the Company''s accounts for the financial year ended 31st March, 2014 are self-explanatory and therefore do not require for any further comments/information.

The present auditor of the Company, M/s. Kishan M. Mehta & Co, Chartered Accountants retire at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. Board of the Company recommend their re-appointment. Members are requested to consider their re-appointment.

SUBSIDIARIES

Brij Bhoomi Expressway Pvt. Ltd. (BBEPL)

BBEPL is a Special Purpose Vehicle (SPV) incorporated as a wholly owned subsidiary of the Company for execution of a road project between Agra-Aligarh in the State of U.P. on DBFOT basis awarded by NHAI. As the construction activity is still going on, there was no revenue from operations during the year. During the year, the Company has provided loan of Rs. 1.90 crores to BBEPL. The Company has however received provisional COD and has recently started tolling.

Wainganga Expressway Pvt. Ltd. (WEPL)

WEPL is a Special Purpose Vehicle (SPV) incorporated as a wholly owned subsidiary of the Company for execution of a road project from Nagpur to Wainganga Bridge Section in the State of Maharashtra on DBFOT basis awarded by NHAI. During the year, the Company has provided loan of Rs. 45.93 crores to WEPL. As the construction work is still going on, there was no Revenue from operations during the year. The Company has already applied for provisional COD and expects to starts tolling very soon.

Vindhyachal Expressway Pvt. Ltd. (VEPL)

VEPL is a Special Purpose Vehicle (SPV) incorporated as a wholly owned subsidiary of the Company for execution of a road project from Rewa to Madhya Pradesh/Uttar Pradesh Border in the State of Madhya Pradesh on BOT basis awarded by MPRDC. During the year, the Company has provided loan of Rs. 34.08 crores. As the construction work is still going on, there was no Revenue from operations during the year.

JMC Mining & Quarries Ltd. (JMQL)

JMQL has achieved Total Revenue of Rs. 0.36 crores for the current year as against Rs. 1.18 crores for the previous year. During the year, the Company has incurred profit / (loss) before tax of Rs. (0.23) crores as against profit of Rs. 0.06 crores in previous year. The Company during the coming year will cut down the expenses and try and avoid any future losses.

The statement pursuant to Section 212 of the Companies Act, 1956 containing details of subsidiaries of the Company forms part of this Annual Report.

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, under section 212 of the Companies Act 1956, granting general exemption to companies from attaching financial statements of subsidiaries, the copies of balance sheet, profit and loss statements and other documents of the subsidiary companies are not being attached with the balance sheet of the Company. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include the financial results and necessary details of its subsidiary companies.

CONSOLIDATED FINANCIAL STATEMENTS

In compliance to clause 32 and clause 50 of the Listing Agreements with the Stock Exchanges, the Company has prepared Consolidated Financial Statements of the Company and its subsidiaries as per the Accounting Standard on Consolidated Financial Statements (AS - 21). The Audited Consolidated Financial Statements along with the Auditors'' Report have been annexed with this Annual Report. The Auditors'' Report does not contain any qualification.

CORPORATE SOCIAL RESPONSIBILITY

Being a dominant player in the construction sector, JMC is actively involved in various CSR activities. As JMC employs huge work force, these activities are mainly directed for their benefit & also to serve as motivational force for them. The various activities in which JMC is involved in are running creche, organizing free medical camps at various project sites, various welfare schemes for workers and also taking care of the their children through various educational programs.

The major activities in these areas include:

* Medical facilities / aids to labour by engaging doctors at labour camps on regular basis.

* Free medical check up for the labour is done in all the sites at regular intervals.

* Arranging blood donation camps.

* Creche / Day care centre for providing free primary educations to the children of workers at few sites.

* Organizing free food, distribution of sweets on festivals and other curricular activities.

* Performing plays related social awareness such as HIV AIDS, save water, save electricity, childhood marriage etc.

* Distribution of toys, School bags, Study materials etc. to the children of workers.

* Sponsorship of libraries in the schools in the nearby areas of project sites.

* Organizing Pulse Polio event for kids of workers at site

Celebration of World Environment Day by organizing tree plantation and other related activities at various project sites.

* Donations to philanthropic and charitable organizations.

QUALITY, HEALTH & SAFETY MANAGEMENT SYSTEM

To strive for excellence through continual improvement and to maintain its commitment to customer''s expectations for quality and services, the Company adheres to the Quality Management Systems as per International Standard ISO 9001:2008. Company has implemented Integrated Management System by integrating ISO 14001:2004 (Environmental Management System), BS OHSAS 18001:2007 (Occupational Health & Safety System) with ISO 9001:2008. The Company has been consistently pursuing best construction practices with uncompromising quality, environment and safety standards which are recognized by our clients / associates and Govt. bodies through awards / accreditations.

EMPLOYEES

We firmly believe that employees are corner stone of the organization and investing in them thoughtfully and strategically reaps rewards that pay-off in the long run. Through regular training and skill enhancement program, we strive to bring congruence between personal career goals of the employees and overall objective of the organization. The Company has put in comprehensive system in place for identifying and addressing various training needs at all the levels of the organization. We believe this will help in creating challenges and empowering work environment that rewards dedication and work ethics to our employees. We also provide them training on behavioral aspects, such as personality development, communication skills etc. to help improving their efficiency. These training programs include technical trade, managerial skills, functional skills, behavioral skills, etc.

We continue to conduct programs for employees and their families like, annual picnic, medical checkups at regular interval, distribution of long service awards etc. Welfare trust of the employees of the Company helps the needy employees for their financial support.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act 1956, read with the Companies (Particulars of Employees) Rules 1975, the names and other particulars of the employees are set out in the annexure to the Directors'' report. However, having regard to the provisions of Section 219(1) (b) (iv) of the said Act, this Report excluding aforesaid information is being sent to all the members of the Company and others entitled thereto. Any members interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company.

EMPLOYEE STOCK OPTION SCHEME

During the year under review, none of the employees has opted for conversion of the Options into equity shares.

The disclosure required to be made under Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme), Guidelines, 1999, is provided in Annexure ''A'' forming part of this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE

The information required under Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo are as under.

Conservation of Energy and Technology Absorption

Considering the nature of activities being carried out by the Company, Part A and B of the aforesaid Rules, pertaining to conservation of energy and technology absorption, are not applicable to the Company and hence not provided. However the Company has used information technology in its operations.

APPRECIATION

Considering the employees strength as human wealth of the Company, the Directors express their deep sense of appreciation and extend their sincere thanks to every executive, employee and associates for their dedicated contribution and Directors also look forward the continuance of it in the times to come.

ACKNOWLEDGEMENT

Your Directors express their feelings of gratitude for the continuous assistance, support and cooperation received from the financial institutions, banks, governments, authorities, shareholders, clients, suppliers, customers and associates.

For and on behalf of the Board JMC Projects (India) Limited

Shailendra Kumar Tripathi Manoj Kumar Singh CEO & Dy. Managing Director Executive Director

Place : Mumbai Date : May 28, 2014


Mar 31, 2013

To, The Members,

The Directors have pleasure in presenting the 27th Annual Report on the business and operations together with the Audited accounts for year ended March 31, 2013.

The performance of the Company for the year ended on March 31, 2013 is summarized below.

(Rs. in Millions)

FINANCIAL RESULTS For the year ended For the year ended March 31, 2013 March 31, 2012

Total Revenue 25,491.34 20,814.60

Profit before Depreciation, Interest & Tax 1,257.34 1,587.88

Less: Depreciation 548.57 470.61

Interest 549.53 473.61

Profit before Tax 159.24 643.66

Provision for Tax (including Deferred Tax) (24.07) 124.30

Net Profit after Tax (for the period) 183.31 519.36

Add: Surplus brought forward from previous year 1,473.61 1,099.96

Profit available for Appropriation 1,656.92 1,619.32

APPROPRIATION:

Proposed Dividend on Equity Shares of Rs. 10/- each 26.12 52.24

Corporate Dividend Tax on Equity Dividend (including surcharge) 4.44 8.47

Transfer to Debenture Redemption Reserve 32.50 32.50

Transferred to General Reserve 22.50 52.50

Balance carried to Balance Sheet 1,571.36 1,473.61

TOTAL 1,656.92 1,619.32

DIVIDEND

Your Directors are pleased to recommend payment of dividend for the year ended March 31, 2013 @ Rs. 1/- per Equity Share of the face value of Rs. 10/- (i.e. 10%) on 26,118,348 paid up Equity Shares, subject to approval of shareholders at the ensuing Annual General Meeting.

TRANSFER TO RESERVES

We propose to transfer Rs. 32.5 millions to Debenture Redemption Reserve, Rs. 22.5 millions to General Reserve and retain balance amount of Rs. 1,571.4 millions in the Profit and Loss Account.

RESULTS OF OPERATION

During the year ended March 31, 2013, your Company has achieved Total Revenue (i.e. Revenue from Operations & Other income) of Rs. 25,491.3 millions as against Rs. 20,814.6 millions for the previous year ended March 31, 2012. The Company has achieved Profit before tax of Rs. 159.2 millions for the current year as against Rs. 643.7 millions for the previous year.

NEW CONTRACTS

During the year under review, the Company has received new contracts of approximately Rs. 24,410 millions. The details of some of the major contracts received during the year are provided in Management Discussion and Analysis section of this Annual Report.

As on March 31, 2013 the aggregate value of orders on hand stands at Rs. 55,770 millions.

FUTURE PROSPECTS

The Company has sufficient order book position to achieve the growth in both top line as well as bottom line in the coming years. The Company has already entered into international business by securing a road project and is looking for better opportunities in International market. Looking at the current scenario of global as well as Indian economy, the Company is well poised for growth in turnover and some improvement in margins in the next year. The Company is taking all necessary steps for improvement in productivity of key resources and reduction in costs wherever required.

EMPLOYEE STOCK OPTION SCHEME

During the year under review, none of the employees has opted for conversion of the Options into Equity shares.

The disclosure required to be made under Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme), Guidelines, 1999, is provided in Annexure ''A'' forming part of this Report.

FINANCE

During the year, the Company has further invested Rs. 527.7 millions as equity and provided loans of Rs. 505.7 millions to Special Purpose Vehicles (SPVs) incorporated for execution of Road Projects which was funded through long term loans & internal accruals.

Total addition in the fixed assets was Rs. 415.7 millions during the year, which was funded through Rupee Term Loans and internal accruals. The Company has sufficient fund based & non-fund based limits to cater its existing fund requirement.

FIXED DEPOSIT

During the year, the Company has accepted deposits from Public and Shareholders within the prescribed limits. As on March 31, 2013, deposits stood at Rs. 152.8 millions, out of which a sum of Rs. 2.7 millions relating to 66 depositors remained unclaimed. The Company had sent reminders to all the depositors for their unclaimed deposits, out of which some deposits were claimed and paid subsequently. There were no deposits which were claimed and remained unpaid by the Company as on March 31, 2013.

DIRECTORS

The terms of appointment of two Promoter Directors, Mr. Hemant Modi as CEO, Vice Chairman & Managing Director and Mr. Suhas Joshi as Whole Time Director ended on March 31, 2013 and both the directors have expressed their desire to relinquish from the role of Executive Directors. However, on the request of the Board, they have agreed to continue as Non-Executive Directors of the Company effective from April 1, 2013.

The Board places on record its deep sense of appreciation for invaluable contribution made by Mr. Hemant Modi as a Co-founder, Chief Executive Officer, Vice Chairman and Managing Director and by Mr. Suhas Joshi as a Co-founder & Whole-time Director for the growth and development of the Company. On behalf of the Company, the Board conveys gratitude for their dedicated and committed efforts in creating and upholding JMC Brand for almost three decades.

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Kamal Jain and Mr. Manish Mohnot are liable to retire by rotation at the 27th Annual General Meeting. Both the Directors have offered themselves for re-appointment.

The brief particulars of both the above directors have been provided in the Corporate Governance Report pursuant to Clause 49 of the Listing Agreement.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, it is hereby confirmed:

(a) that in preparation of annual accounts for the year ended March 31, 2013, the applicable accounting standards have been followed;

(b) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for year ended on that date;

(c) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) that the Directors have prepared the annual accounts for the year ended March 31, 2013 on a "going concern" basis.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement entered into with the Stock Exchanges, a separate section on Corporate Governance and certificate obtained from Practising Company Secretary confirming its compliance, is provided and forming part of this Report. Management Discussion and Analysis report is provided separately and is forming part of this report.

SUBSIDIARIES

JMC Mining and Quarries Ltd. (JMQL)

JMQL has achieved Total Revenue of Rs. 11.8 millions for the current year as against Rs. 11.2 millions for the previous year. During the year the Company has achieved profit before tax of Rs. 0.59 million as against loss of Rs. 1.08 millions in previous year.

Brij Bhoomi Expressway Pvt. Ltd. (BBEPL)

BBEPL is Special Purpose Vehicle (SPV) incorporated as a wholly owned subsidiary of the Company for execution of a road project between Agra - Aligarh in the State of U.P. on DBFOT basis awarded by NHAI. As the construction activity is still going on, there was no Revenue from operations during the year. The Company has invested Rs. 15 millions in BBEPL by way of equity share capital and also provided loan of Rs. 210.8 millions during the year under review.

Wainganga Expressway Pvt. Ltd. (WEPL)

WEPL is Special Purpose Vehicle (SPV) incorporated as a wholly owned subsidiary of the Company for execution of a road project from Nagpur to Wainganga Bridge section in the State of Maharashtra on DBFOT basis awarded by NHAI. During the year, the Company has provided loan of Rs. 2 millions. The Company has achieved Turnover of Rs. 152.7 millions on account of utility shifting during the year.

Vindhyachal Expressway Pvt. Ltd. (VEPL)

VEPL is Special Purpose Vehicle (SPV) incorporated as a wholly owned subsidiary of the Company for execution of a road project from Rewa to Madhya Pradesh/Uttar Pradesh Border in the State of Madhya Pradesh on DBFOT basis awarded by Madhya Pradesh Road Development Corporation Ltd. (MPRDC). During the year, the Company has invested Rs. 270 millions in VEPL by way of equity share capital and also has provided loan of Rs. 292.2 millions. As the construction work is still going on, there was no Revenue from operations during the year.

The statement pursuant to Section 212 of the Companies Act, 1956 containing details of subsidiaries of the Company forms part of this Annual Report.

The Ministry of Corporate Affairs, Government of India, vide General Circular No. 2 and 3 dated 8th February 2011 and 21st February 2011 respectively has granted a general exemption from compliance with Section 212 of the Companies Act, 1956, subject to fulfillment of conditions stipulated in the circular. The Company has satisfied the conditions stipulated in the circular and hence is entitled to the exemption. Necessary information relating to the subsidiaries has been included in the Consolidated Financial Statements. The annual accounts of the subsidiary companies will be kept open for inspection at the registered office of the Company as well as at the registered offices of the respective subsidiary companies.

CONSOLIDATED FINANCIAL STATEMENTS

In compliance of clause 32 and clause 50 of the Listing Agreement with the Stock Exchanges, the Company has prepared Consolidated Financial Statements of the Company and its subsidiaries as per the Accounting Standard on Consolidated Financial Statements (AS - 21). The Audited Consolidated Financial Statements along with the Auditors'' Report have been annexed with this Annual Report. The Auditors'' Report to the Board of Directors does not contain any qualification.

PARTICULARS OF EMPLOYEES

The information required under Section 2I7(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of employees are required to be set out in annexure to the Directors'' Report.

However, having regard to the provisions of Section 219( 1 )(b) (iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all members of the Company & others entitled thereto. Any member interested in obtaining such particulars may write to the Registered Office of the Company.

STATUTORY DISCLOSURE

Particulars required to be furnished by the Companies (Disclosure of particulars in the report of the Board of Directors) Rule, 1988.

- PartA & B pertaining to Conservation of Energy andTechnology Absorption is not applicable to the Company. The Company has, however, used information technology extensively in its operations.

- During the period, the Company has not earned any foreign exchange, while the outgo of foreign exchange is of Rs. 2.4 millions (P.Y. Rs. 31.5 millions) towards Capital goods, Rs. 52.9 millions (P.Y. Rs. 35.6 millions) for Construction Materials, Rs. 1.7 millions (P.Y. Rs. 0.2 million) towards foreign traveling, Rs. 37.5 millions (P.Y. Rs. 9.2 millions) towards Interest on foreign currency working capital loan, Rs. 2.02 millions (P.Y. Rs.8.3 millions) towards Professional, Technical & Consultancy fees and Rs. Nil (P.Y. Rs. 0.1 million) towards Advertisement expenses.

AUDITORS & AUDITORS'' REPORT

The Board of Directors has proposed to reappoint M/s. Kishan M. Mehta & Co., Chartered Accountants as Statutory Auditor of the Company, who have consented to act as auditors, if re-appointed. Members are requested to consider their re-appointment.

Auditor''s comments on your Company''s accounts for year ended March 31, 2013 are self explanatory in nature and do not require any explanation as per provisions of Section 217(3) of the Companies Act, 1956.

ACKNOWLEDGEMENT

Your Directors place on record deep gratitude to the stakeholders, banks, clients, suppliers and business associates for their continued support and confidence. Your Directors also place on record their appreciation of the dedication, commitment and contribution made by employees at all levels and look forward their continued support in future as well.

On behalf of the Board of Directors

Shailendra Kumar Tripathi Manoj Kumar Singh

CEO & Dy. Managing Director Executive Director

Place : Mumbai

Date : May 16, 2013


Mar 31, 2012

The Directors have pleasure in presenting the 26th Annual Report on the business and operations together with the Audited accounts for year ended March 31, 2012.

The performance of the Company for the year ended on March 31, 2012 is summarized below.

(Rs in million)

FINANCIAL RESULTS For the year ended For the year ended on March 31,2012 on March 31,2011

Total Revenue 20,875.30 13,844.66

Profit before Depreciation, Interest & Tax 1,570.79 1,195.60

Less: Depreciation 470.61 395.02

Interest 456.52 279.49

Profit before Tax 643.66 521.09

Provision for Tax (including Deferred Tax) 124.30 120.74

Net Profit after Tax (for the period) 519.36 400.35

Add: Surplus brought forward from previous year 1,099.96 829.70

Profit available for Appropriation 1,619.32 1,230.05

APPROPRIATIONS

Proposed Dividend on Equity Shares of Rs 10/- each 52.24 52.24

Corporate Dividend Tax Equity Dividend (including surcharge) 8.47 8.47

Transfer to Debenture Redemption Reserves 32.50 24.38

Transferred to General Reserve 52.50 45.00

Balance carried to Balance Sheet 1,473.61 1,099.96

TOTAL 1,619.32 1,230.05

DIVIDEND

Your Directors are pleased to recommend payment of dividend for the year ended March 31, 2012 @ Rs 2/- per Equity Share of the face value of Rs 10/- (i.e. 20%) on 26,118,348 paid up Equity Shares, subject to approval of shareholders at the Annual General Meeting.

TRANSFER TO RESERVES

We propose to transfer Rs 32.5 millions to Debenture Redemption Reserves, Rs 52.5 millions to General Reserves and retain balance amount of Rs 1,473.6 millions in the Profit and Loss Account.

RESULTS OF OPERATION

During the year ended March 31, 2012, your Company has achieved Total Revenue (i.e. Revenue from Operation & Other income) of Rs 20,875.3 millions as against Rs 13,844.7 millions for the previous year ended March 31, 2011. The Company has achieved Profit before tax of Rs 643.7 millions for the current year as against Rs 521.1 millior for the previous year.

NEW CONTRACTS

During the year under review, the Company has received ne contracts of approx. Rs 35,750 millions. The details of some of the major contracts received during the year:

Industrial & Building Projects

- Civil Work of Raheja Reflection Phase-II for Raheja Universal ; Mumbai

- Residential Towers for Emmar MGF Business Park at Gurgaon

- Office cum factory building for Jaquar & Co. near Gurgaon

- Residential Towers "Kasa Isles" for Jaiprakash Associates at Noida

- High rise Residential Towers "CYPRESS Court" for Jaypee Green at Noida

- Construction of Campus (IT Block & Multi Level Car Parking) for Huawei Technologies India Pvt. Ltd, Bangalore

- Residential project "Mantri Alpyne" for Mantri Developers at Bangalore

- Construction of RMZ Latitude-Residential & Office Development for Millennia Realtors at Banglore

- Office Complex for RGA-Prtiech Park Building for RGA Software at Banglore

- Luxury Mall & Residential-Phase-3 for Clasic Mall Devlopment at Chennai

- Construction of Corporate Tower for Jindal Steel & Power at Raigarh

Infrastructure Projects

- BOT Road project from Nagpur to Wainganga on Toll basis in Maharashtra for NHAI through SPV

- BOT Road project - 4 Laning of Rewa (MP) - UP Border on NH7 Road in Madhya Pradesh for NHAI through SPV

- Design & construction of 2 Lane flyover At Vanjarpatti on Bhiwandi Wada Road SH-45 for MMRDC

- Water pipe line project for Nadiad Mahanagar Palika at Nadiad, Gujarat

Power Projects

- Construction of 2x525 MW Power Plant for Monnet Power Company at Angul, Orissa

- Civil, Structural & Architectural works including pilling & ground Improvement etc. for 1 x 250 MW and 2 x 250 MW units for BHEL at Baruni, Bihar

Railway Projects

- Construction of Roadbed, Supply of ballast, major & minor bridges, residential & services building & general electric work for Keoti - Rowghat Section in Connection with a new Rail Link between Dallirajhara & Rowghat in Raipur Division of south east Central Railway in state of Chhattisgarh

- Construction of Roadbed, 4 major bridges Track Linking (excluding supply of rails, thick web switches & PSC line sleepers) & general electrical works in connection with doubling between Jaroli & Jakhapura

- Construction of Roadbed, major & minor bridges, track linking (excluding supply of rails and Line PSC sleepers) and general electrical work in connection with doubling between Tamluk - Basulya As on March 31, 2012 the aggregate value of orders on hand stands at Rs 56,750 millions.

New Orders Received After March 31, 2012

- Design & Construction of elevated viaduct & 6 elevated stations, including architectural & finishing work at Mukundpur - Yamuna Vihar Corridor Phase- II for Delhi Metro Rail Corporation in JV with China Harbour Engineering Co.

- Hinduja Software Technology Park at Bangalore

FUTURE PROSPECTS

The Company has improved order book position in the current financial year and it is expected to improve further in the coming years in view of the enormous business opportunities expected in the road, power, railways, urban infrastructure etc. The Company has sufficient order book position to fuel the growth in the coming years. The Company also plans to foray into international business and is carrying out feasibility study of infrastructure and building construction business in Middle east and SAARC countries. Looking at the current scenario of global economy, it is perceived that the margins may remain under pressure to some extent. The liquidity situation in India is getting difficult for funding DBFOT projects which may pose challenge for the Company.

EMPLOYEE STOCK OPTION SCHEME

During the year under review, none of the employees has opted for conversion of the Options into Equity shares.

The disclosure required to be made under Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme), Guidelines, 1999, is provided in Annexure 'A' forming part of this Report.

FINANCE

During the year, the Company has invested Rs 609.1 millions as Equity in Special Purpose Vehicles (SPVs) incorporated for its Road Projects which was funded to the extent of Rs 300 millions from proceeds of the preferential issue and balance of Rs 309.1 millions from its internal accruals.

Total addition in the fixed assets was Rs 949.6 million during the year which was funded through 10 million US$ External Commercial Borrowing, Rupee Term Loans and internal accruals. The Company has sufficient fund based & non-fund based limits to cater its existing fund requirement.

FIXED DEPOSIT

During the year, the Company has accepted deposits from Public and Shareholders within the prescribed limits. As on March 31, 2012, deposits stood at Rs 135.84 millions, out of which a sum of Rs 1.42 million relating to 37 depositors remained unclaimed. The Company had sent reminders to all the depositors for their unclaimed deposits out of which some deposits were claimed and paid subsequently. There were no deposits which were claimed and remained unpaid by the Company as on March 31, 2012.

DIRECTORS

On October 22, 2011, Mr. Shailendra Kumar Tripathi President, was appointed as Executive Director of the Company subject to approval of Members. He has been appointed as Dy. Managing Director w.e.f. May 18, 2012. He will be looking after strategic planning, business development, execution and other operational areas of the Company.

Mr. Shailendra Raj Mehta was appointed as Non-Executive & Independent Director w.e.f. February 8, 2012, subject to approval of Members.

Mr. Manoj Kumar Singh is appointed as Executive Director w.e.f. May 18, 2012, subject to approval of Members. He will be mainly responsible for Buildings & Factories as well as Power Projects of the Organization.

Mr. Hemant Modi, Vice Chairman and Managing Director of the Company, whose tenure expired on March 31, 2012, was re-appointed by the Board of Directors for further period of one year w.e.f. April

1, 2012 as Vice Chairman and Managing Director, subject to approval of Members.

Mr. Suhas Joshi, Managing Director of the Company, whose tenure expired on March 31, 2012, was appointed by the Board of Directors for further period of one year w.e.f. April 1, 2012 as Whole-time Director, subject to approval of Members.

Mr. Ramesh Sheth, an independent Director of the Company resigned with effect from May 18, 2012. The Board of Directors places on record its appreciation for valuable contribution made by Mr. Sheth in his professional capacity.

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. D. R. Mehta and Mr. M. G. Punatar are liable to retire by rotation at the 26th Annual General Meeting. Both the Directors have offered themselves for re-appointment.

The brief particulars of all the above directors have been provided in the Corporate Governance Report pursuant to Clause 49 of the Listing Agreement.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 2I7(2AA) of the Companies Act, 1956, it is hereby confirmed:

- that in preparation of annual accounts for the year ended March 31, 2012, the applicable accounting standards have been followed and that no material departures have been made from the same;

- that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for year ended on that date;

- that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- that the Directors have prepared the annual accounts for the year ended March 31, 2012 on a going concern basis.

CORPORATE GOVERNANCE

Pursuant to clause 49 of the Listing Agreement entered into with the Stock Exchanges, a separate section on Corporate Governance and certificate obtained from Practicing Company Secretary confirming its compliance, is provided and forming part of this Report. Report on Management Discussion and Analysis is provided in separate section and forming part of this report.

SUBSIDIARIES

JMC Mining & Quarries Ltd. (JMQL)

JMQL has achieved Total Revenue of Rs 11.2 millions for the current year as against Rs 33.7 millions for the previous year. During the year the Company has incurred loss of Rs 1.1 million as against profit before tax of Rs 0.5 million in previous year. The performance of the Company was impacted due to discontinuation of crushing process resulting into lower Turnover and consequently unabsorbed fixed costs.

Brij Bhoomi Expressway Pvt. Ltd. (BBEPL)

BBEPL is Special Purpose Vehicle (SPV) incorporated as a wholly owned Subsidiary of the Company for execution of a road project between Agra - Aligarh in the State of U.P. on DBFOT basis awarded by NHAI. As the construction activity is still going on, there was no Revenue from operations during the year. The Company has invested Rs 112.6 millions in Brij Bhoomi Expressway Pvt. Ltd. by way of equity share capital during the year under review.

Wainganga Expressway Pvt. Ltd. (WEPL)

National Highways Authority of India (NHAI) has awarded a road project from Nagpur to Wainganga on Design, Build, Finance, Operate and Transfer (DBFOT) basis to the Company. In terms of requirement of NHAI, the Company has incorporated a wholly owned Subsidiary Company namely Wainganga Expressway Pvt. Ltd. on June 2, 2011. During the year, the Company has invested Rs 300 millions in Wainganga Expressway Pvt. Ltd. by way of equity share capital and also provided loan of Rs 205.7 millions. As the construction work is still going on, there was no Revenue from operations during the year.

Vindhyachal Expressway Pvt. Ltd. (VEPL)

National Highways Authority of India (NHAI) has awarded a road project from Rewa, Madhyapradesh to Uttar Pradesh Border on BOT basis to the Company. In terms of requirement of NHAI, the Company has incorporated a wholly owned Subsidiary Company namely Vindhyachal Expressway Pvt. Ltd. on January 16, 2012.

The statement pursuant to Section 212 of the Companies Act, 1956 containing details of subsidiaries of the Company forms part of this Annual Report.

In terms of the General Circular No. 2/2011 dated February 8, 2011 read together with General Circular No. 3/2011 dated February 21, 2011, issued by the Government of India - Ministry of Corporate Affairs under Section 212(8) of the Companies Act, 1956, granting general exemption to companies from attaching financial statements of subsidiaries, copies of the Balance Sheet, Profit and Loss Account, Report of the Board of Directors and Auditors Report of the subsidiary companies for the year ended March 31, 2012 are not attached to the Balance Sheet of the Company. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies.

CONSOLIDATED FINANCIAL STATEMENTS

In compliance of clause 32 and clause 50 of the Listing Agreement with the Stock Exchanges, the Company has prepared Consolidated Financial Statements of the Company and its subsidiaries as per the Accounting Standard on Consolidated Financial Statements (AS - 21). The Audited Consolidated Financial Statements along with the Auditors' Report have been annexed with this Annual Report. The Auditors' Report to the Board of Directors does not contain any qualification.

CORPORATE SOCIAL RESPONSIBILITY

Being a dominant player in the construction sector, JMC is actively involved in various CSR activities. As JMC employs huge work force, these activities are mainly directed for their benefit & also to serve as motivational force for them. The various activities in which JMC is involved in are creche, organizing free medical camps at various project sites, various worker welfare schemes & also taking care of the their children through various educational programs.

The major activities in these areas include:

- Medical facilities / aids to labour by engaging doctors at labour camps on regular basis

- Free medical check up for the labour is done in all the sites at regular intervals

- Arranging blood donation camps

- Creche / Day care centre for providing free primary educations to the children of workers at sites

- Organizing free food, distribution of sweets on festivals and other extra-curricular activities

- Performing plays related social awareness such as HIV AIDS, save water, save electricity, childhood marriage etc.

- Distribution of toys, School bags, Study materials etc. to the children of workers

- Sponsorship of libraries in the schools in the nearby areas of project sites

- Organizing Pulse Polio event for kids of workers at site

- Celebration of World Environment Day by organizing tree plantation and other related activities at various project sites

- Donations to philanthropic and charitable organizations

QUALITY HEALTH & SAFETY MANAGEMENT SYSTEM

To strive for excellence through continual improvement and to maintain its commitment to customer's expectations for quality and services, the Company adheres to the Quality Management Systems as per International Standard ISO 9001:2008. Company has implemented Integrated Management System by integrating ISO 14001:2004 (Environmental Management System), BS OHSAS 18001:2007 (Occupational Health & Safety System) with ISO 9001:2008. The Company has been consistently pursuing best construction practices with uncompromising quality, environment and safety standards which are recognized by our clients / associates and Govt. bodies through following awards / accreditations :

- National Safety Award - 2011 presented by Hon'ble Minister Shri Mallikarjun Karge, Minister for Labour and Employment, Govt. of India for Accident Free year and lowest average frequency rate at our Salarpuria Symphony Project, Bangalore. This is the highest safety award of Government of India.

- ACC - L&T Endowment Award - 201 1 presented by BJP President, Mr. Nitin Gadkari for excellence in construction of industrial structure for EISAI Pharmaceutical unit at Visakhapatnam.

- Bangalore Metro Rail project has been announced for CIDC award (Construction Industrial Development Council) for the best environmental health and safety practice.

- ITC- Haridwar Project site has been awarded British Safety Council International Safety Award with distinction.

- "NSCI Safety Award" from National Safety Council of India for Pimpri - Chinchwad flyover near Pune.

- "Achievement Award for EHS" from Construction Industry Development Council for Reliance power plant project at Rosa, U.P.

EMPLOYEES

We firmly believe that employees are corner stone of the organization and investing in them thoughtfully and strategically reaps rewards that pay-off in the long run. Through regular training and skill enhancement program, we strive to bring congruence between personal career goals of the employees and overall objective of the organization. The Company has put in comprehensive system in place for identifying and addressing various training needs at all the levels of the organization. We believe this will help in creating challenges and empowering work environment that rewards dedication and work ethics to our employees. We also provide them training on behavioral aspects, such as personality development, communication skills etc. to help improving their efficiency. During the year, Company has organized total 1,560 Training programs involving 7,455 man days. These training programs include technical trade, managerial skills, functional skills, behavioral skills, etc.

Every year, the Company sponsors a batch of employees for Post Graduate Diploma in Management course conducted by reputed University / College to enhance managerial skills for middle and senior level employees.

We continue to conduct programs for employees and their families like, Annual Picnic, medical check ups at regular interval, distribution of long service awards etc. We have created Employees' Welfare Trust, which helps the needy employees for their financial support.

PARTICULARS OF EMPLOYEES

The information required under section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of employees are required to be set out in annexure to the Directors' Report.

However, having regard to the provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all members of the Company & others entitled thereto.

Any member interested in obtaining such particulars may write to the Registered Office of the Company.

STATUTORY DISCLOSURE

Particulars required to be furnished by the Companies (Disclosure of particulars in the report of the Board of Directors) Rule, 1988.

- Part A & B pertaining to Conservation of Energy and Technology Absorption is not applicable to the Company. The Company has, however, used information technology extensively in its operations.

- During the period, the Company has not earned any foreign exchange, while the outgo of foreign exchange is of Rs 31.5 million (P.Y. Rs 84.1 million) towards Capital goods, Rs 35.6 million (P.Y. Rs 53 million) for Construction Materials, Rs 0.2 million (P.Y. Rs 0.5 million) towards foreign traveling, Rs 9.2 million (P.Y. Rs 2.9 million) towards Interest on foreign currency working capital loan, Rs 8.3 million (P.Y. Rs 16.6 million) towards Professional, Technical & Consultancy fees and Rs 0.1 million (P.Y. Rs Nil) towards Advertisement expenses.

AUDITORS & AUDITORS' REPORT

The Board of Directors has proposed to reappoint M/s. Kishan M. Mehta & Co., Chartered Accountants as Statutory Auditor of the Company, who have consented to act as auditors, if re-appointed. Members are requested to consider their re-appointment.

Auditor's comments on your Company's accounts for year ended March 31, 2012 are self explanatory in nature and do not require any explanation as per provisions of Section 217(3) of the Companies Act, 1956.

ACKNOWLEDGEMENT

Your Directors place on record deep gratitude to the stakeholders, Banks, clients, suppliers and business associates for their continued support and confidence. Your Directors also place on record their appreciation of the dedication, commitment and contribution made by employees at all levels and look forward their continued support in future as well.

On behalf of the Board of Directors

Shailendra Kumar Tripathi Suhas Joshi

Dy. Managing Director Whole-time Director

Place : Ahmedabad

Date : May 19, 2012


Mar 31, 2011

The Directors have pleasure in presenting the 25th Annual Report on the business and operations together with the Audited accounts for year ended March 31, 2011.

The performance of the company for the year ended on March 31, 2011 is summarized below.

(Rs. in lacs)

FINANCIAL RESULTS 2010-2011 2009-2010

contract Receipts & other income 1,38,672.29 1,32,099.58

Profit before Depreciation, Interest & Tax 11,894.84 10,989.35

Less: Depreciation 3,950.16 3,482.46

interest 2,740.00 2,185.87

Profit before Tax 5,204.68 5,321.02

Provision for Tax (including Deferred Tax) 1,025.45 1,350.84

Net Profit after Tax (for the period) 4,179.23 3,970.18

Add: surplus brought forward from previous year 8,296.96 5,380.54

Less : prior period Adjustments (Net) 175.75 56.49

Profit available for Appropriation 12,300.44 9,294.23

Appropriation:

6% interim Dividend on optionally convertible / Non-cumulative Redeemable - 76.58 preference shares (ocps / Ncps) & of Rs. 202/- each

proposed Dividend on equity shares of Rs. 10/- each 522.37 435.37

Corporate Dividend Tax on OCPS / NCPS & Equity Dividend (including surcharge) 84.74 85.32

transfer to Debenture Redemption Reserves 243.75 -

transferred to General Reserve 450.00 400.00

Balance carried to Balance sheet 10,999.58 8,296.96

TOTAL 12,300.44 9,294.23

DIVIDEND

Your Directors are pleased to recommend payment of dividend for the year ended March 31, 2011 @ Rs. 2/- per equity share of the face value of Rs. 10/- (i.e. 20%) on enhanced equity share capital of 2,61,18,348 equity shares, subject to approval of shareholders at the Annual General Meeting.

TRANSFER TO RESERVES

We propose to transfer Rs. 244 lacs to Debenture Redemption Reserves, Rs. 450 Lacs to General Reserves and retain Rs. 11,000 lacs in the Profit and Loss Account.

Results of operation

During the year ended March 31, 2011, your company has achieved total income (i.e. contract receipts, sale of materials & other income) of Rs. 1,38,672 lacs as against Rs. 1,32,100 lacs for the previous year ended March 31, 2010. The Company has achieved Profit before tax of Rs. 5,205 lacs for the current year as against Rs. 5,321 lacs for the previous year.

the company could not achieve desired growth in the current year mainly due to delay in commencement of work in few projects due to external factors beyond our control. The marginal growth in turnover could not adequately absorb the increase in fixed cost such as employee cost, depreciation and interest which resulted into some nominal decline in Profitability of the company.

New contracts

During the year under review, the company has received new contracts of approx. Rs. 2,85,300 lacs. The details of some of the major contracts received during the year:

INDUSTRIAL & BUILDING PROJECTS

- civil construction of factory building for ABG cement Ltd near surat

- civil & structural work of factory building for Balkrishna industries Ltd., Bhuj

- Construction of Hospital complex for All India Institute of Medical sciences, Bhopal and Rishikesh

- Construction of Office building for Coal India for National Buildings construction Ltd. (NBcc), Kolkata

- civil construction work for Development of distribution centre of spare parts & stockyard on Design & Build Basis for Maruti suzuki Ltd. at Butibori, Nagpur

- civil work for commercial Development for Marvel edge, Bangalore

- Multistory Residential project "prestige White Meadows" for Prestige group at Whitefeld, Bangalore

- Renovation / Retroftting works for 3 Buildings for Jamia Hamdard University at Delhi

- civil & structural work of pritech-3 at Bangalore

- construction of engineering college Block for MVJ engineering college, Bangalore

- civil Work for Hilton Hotel project, Bangalore

- construction of Hospital and site development work for Vedanta Aluminum Ltd. at Jharsuguda

- construction of Foundation & super structure for Mani twins, Kolkata

INFRASTRUCTURE PROJECTS

- construction of Via-duct and 3 station buildings of Bangalore Metro Rail corporation Ltd. (phase - i) in Joint Venture with Arvind techno engineering pvt. Limited

- construction of Via-duct and 3 station buildings of Bangalore Metro Rail corporation Ltd. (phase - ii) at Bangalore

- DBFot project of 2 Laning with paved shoulders of Agra to Aligarh section of NH-93 of NHAi in state of Uttar pradesh

- Design & construction of Flyover along with approaches & slip roads for pune-chinchwad New Development Authority

- construction of Roadbed, Major & Minor Bridges, track Linking & other general electrical work for Rail Vikas Nigam Ltd. in state of West Bengal in Joint Venture with Gpt- Vijaywargi-Bright power

POWER PROJECTS

- civil work for the coal Handling plant of Ntpc at Vindhyachal super thermal power project for tRF Ltd

- civil Work for Building, transformer yard, Mill & Bumker Bay Package for 2x 600 MW Jaypee Nigri Super Thermal Power plant in state of Madhya pradesh

- As on March 31, 2011 the aggregate value of orders on hand stands at Rs. 4,15,000 lacs including unexecuted portion of orders in Joint Venture of Rs. 30,291 lacs

NEW ORDERS RECEIVED AFTER MARCH 31, 2011

- civil works of Residential towers for eMAAR MGF Business park at Gurgaon

- civil Work of Raheja Relection phase-ii consisting of building, serenity, eternity, odyssey club house & Basement at Mumbai

- Water pipeline project for Nadiad Mahanagar palika at Nadiad, Gujarat

- Bot Road project from Nagpur to Wainganga on toll basis in Maharashtra

FUTURE PROSPECTS

the company has consolidated its order book position in the current fnancial year and it is expected to improve further in the coming years in view of the enormous business opportunities exist in the road, power, railways, urban infrastructure etc. The Company is pre-qualifed for bidding large value projects on standalone basis and also looking for JV partners depending upon project specifc requirements. The growth prospects will mainly depend on the availability of skilled and unskilled manpower as currently the entire construction industry is passing through severe scarcity of this critical resource due to huge gap between demand and supply.

CHANGES IN SHARE CAPITAL

Reclassifcation of Authorized Share Capital

During the year under review, the members at their 24th Annual General Meeting held on July 29, 2010, have approved the reclassifcation of Authorized Share Capital of the Company and accordingly the same has been reclassifed and stands at Rs. 50 crores divided into equity shares of Rs. 35 crores (3,50,00,000 equity shares of Rs. 10/- each) and preference shares of Rs. 15 crores (15,00,000 preference shares of Rs. 100/- each).

increase in paid up equity capital and Utilization of issue proceeds

During the year under review, the company has allotted 43,50,000 equity shares of Rs. 10/- each at a premium of Rs. 197/- per share on preferential basis to its holding company, Kalpataru power transmission Ltd. (KptL) on November 20, 2010 in compliance with seBi (issue of capital Disclosure Requirement) Regulations, 2009.

Due to this preferential allotment of equity shares, KptL had made an open offer to shareholders of the company, to acquire additional 20% stake in compliance with the seBi (substantial Acquisition of shares and takeover code) Regulations, 1997. the said open offer opened on December 8, 2010 and closed on December 27, 2010 from which KptL has received 6.35% shares (of the enhanced share capital) from the shareholders of the company and their stake has been increased to 67.19% as on March 31, 2011.

the fund raised through preferential issue to KptL has been utilized by way of investment in special purpose Vehicle Companies (SPVs) formed for execution of BOT projects and unutilized amount has been temporarily invested in mutual fund and reduction in working capital. the detailed break up of utilization of funds raised through preferential issue has been provided in note no. 23 of the notes to Accounts in fnancial statements.

EMPLOYEE STOCK OPTION SCHEME

During the year under review, none of the employees has opted for conversion of the options into equity shares.

the company calculates the employee compensation cost using intrinsic value of the stock options. Accordingly, the discount of Rs. 55/- per share on options in force will be amortized in 48 months on straight line basis as per the Accounting policy prescribed under seBi (employee stock option scheme and employee stock purchase scheme) Guidelines, 1999. For the current year, net amount of Rs. 40 lacs has been charged to the Profit & Loss Account by way of Employee compensation.

the disclosure required to be made under seBi (employee stock option scheme and employee stock purchase scheme), Guidelines, 1999, is provided in Annexure ‘A forming part of this Report.

FINANCE

the company has maintained its fund based working capital limits at Rs. 20,700 lacs and the non-fund based limits at Rs. 1,18,000 lacs in current year. the company has incurred Capital expenditure of Rs. 6,746 lacs, which were fnanced through term loans, redeemable non-convertible debentures and internal accruals.

to augment Long term Working capital requirements, Capital Expenditure and other general corporate purposes, the company has raised Rs. 50 crores through issue of 500 secured Redeemable Non-convertible Debentures of the face value of Rs. 10,00,000/- each.

FIXED DEPOSIT

During the period under review, the company has accepted deposits from shareholders and public within the prescribed limits.

As on March 31, 2011, deposits from public and shareholders stood at Rs. 1,415 lacs, out of which a sum of Rs. 5 lacs relating to 22 depositors remained unclaimed. the company had sent reminders to all the 22 depositors for their unclaimed deposits out of which some deposits were claimed and paid subsequently. there were no deposits, which were claimed and remained unpaid by the company as on March 31, 2011.

DIRECTORS

in accordance with the provisions of the companies Act, 1956 and the Articles of Association of the company, Mr. Kamal Jain and Mr. Manish Mohnot are liable to retire by rotation at the 25th Annual General Meeting. Both the Directors have offered themselves for re-appointment.

the brief particulars of both the above directors have been provided in the corporate Governance Report pursuant to clause 49 of the Listing Agreement.

DIRECTORS RESPONSIBILITY STATEMENT

pursuant to the requirements of section 217(2AA) of the Companies Act, 1956, it is hereby confrmed:

(i) that in preparation of annual accounts for the year ended March 31, 2011, the applicable accounting standards have been followed and that no material departures have been made from the same;

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the fnancial year and of the Profit of the company for year ended on that date;

(iii) that the Directors have taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provisions of the companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors have prepared the annual accounts for the year ended March 31, 2011 on a going concern basis.

CORPORATE GOVERNANCE

pursuant to clause 49 of the Listing Agreement entered into with the Stock Exchange, a separate section on Corporate Governance and certifcate obtained from Practicing Company Secretary confrming its compliance, is provided seperately and forming part of this Report. Report on Management Discussion and Analysis is provided in separate section and forming part of this report.

SUBSIDIARIES

JMc Mining & Quarries Ltd. (JMQL)

Due to economic non-viability, JMQL has decided to discontinue the crushing activities of the plant w.e.f. December 25, 2010. However, the production and sell of Rubble has been continued. JMQL has achieved turnover of Rs. 324 lacs for the year 2010-11 as compared to Rs. 506 lacs for the previous year. The Company has incurred net Profit of Rs. 3.71 lacs as against net loss of Rs. 7.31 lacs for the previous year.

Brij Bhoomi Expressway Pvt. Ltd. (Brij Bhoomi)

National Highways Authority of india (NHAi) has awarded a road project from Agra to Aligarh on Design, Build, Finance, operate and transfer (DBFot) basis to your company. in terms of the requirement of NHAi, your company has incorporated a wholly owned Subsidiary Company namely Brij Bhoomi Expressway pvt. Ltd. on December 6, 2010.

During the year under review company has invested Rs. 10 crores in Brij Bhoomi Expressway Pvt. Ltd. by way of equity share capital.

the statement pursuant to section 212 of the companies Act, 1956 containing details of subsidiary of the company forms part of this Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

in compliance of clause 32 and clause 50 of the Listing Agreement with the Stock Exchanges, the Company has prepared consolidated Financial statements as per the Accounting standard on consolidated Financial statements (As - 21). the Audited consolidated Financial statements along with the Auditors Report have been annexed with this Annual Report. the Auditors Report to the Board of Directors does not contain any qualifcation.

SUBSIDIARIES

in accordance with the general circular issued by the Ministry of corporate Affairs, Government of india, the Balance sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance sheet of the company. the company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the company who may be interested in obtaining the same. the annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies. the consolidated Financial statements presented by the Company include the fnancial results of its subsidiary companies.

CORPORATE SOCIAL RESPONSIBILITY

Being a dominant player in the construction sector, JMc is actively involved in various csR activities. As JMc employs huge work force, these activities are mainly directed for their beneft & also to serve as motivational force for them. The various activities in which JMc is involved in, are managing crèche, organizing free medical camps at various project sites, various worker welfare schemes & also taking care of the their children through various educational programs.

the major activities in these areas include:

- Medical facilities / aids to labour by arranging doctors at labour camps on regular basis

- Arranging blood donation camps

- crèche / Day care centre for providing free primary educations to the children of workers at few sites

- organizing free food, distribution of sweets on festivals and other curricular activities

- performing plays related social awareness such as HiV AiDs, save water, save electricity, childhood marriage etc.

- Distribution of toys, school bags, study materials etc. to the children of workers

- sponsorship of libraries in the schools in the nearby areas of project sites

- Donation to Akshay Patra affliated with Mid-day Meal, meals for hospital patients and other social services

- Donation to pune based NGo "sAMpARc" dedicated to the cause of Orphans by Office staff members

- organizing pulse polio camp for kids of workers at site iso 9001:2008, iso 14001:2004 & Bs oHsAs 18001:2007

To strive for excellence through continual improvement and to maintain its commitment to customers expectations for quality and services the company adheres to the upgraded Quality Management systems as per international standard iso 9001:2008. company is now aspiring for integrated Management system by integrating iso 14001:2004 (environmental Management system), Bs oHsAs 18001:2007 (occupational Health & safety system) with iso 9001:2008. Adding these feathers in the cap, company is committed to implement high standards for environment, occupational health & safety at all work places including observance to legal and other requirements.

EMPLOYEES

employees are backbone of the company. We have created a favorable work environment which encourages innovation and effciency.

in todays dynamic business environment, companies have to collaborate and learn faster than ever before. traditional methods of knowledge exchange are no longer suffcient in todays situation and needs for constant upgradation. We provide them continual training with latest skills and technologies. We believe this will help in creating challenging and empowering work environment that rewards dedication and work ethics to our employees. We also provide them training on behavioral aspects, such as personality development, communication skills etc., which will help to improve their effciency. We provide them platform to upgrade their competencies, knowledge, skills and attitude through various course. every year, the company sponsors a batch of employees for post Graduate Diploma in Business Management course conducted by reputed University / college to enhance managerial skills for middle and senior level employees.

We continue to conduct programs for employees and their families like, Annual picnic, medical check ups at regular interval, distribution of long service awards etc. We have created employees Welfare trust, which helps the needy employees for their fnancial support.

PARTICULARS OF EMPLOYEES

the information required under section 217(2A) of the companies Act, 1956, read with companies (particulars of employees) Rules, 1975 as amended, the names and other particulars of employees are required to be set out in annexure to the Directors Report.

However, having regard to the provisions of section 219(1)(b) (iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all members of the company & others entitled thereto. Any member interested in obtaining such particulars may write to the Registered Office of the Company.

STATUTORY DISCLOSURE

particulars required to be furnished by the companies (Disclosure of particulars in the report of the Board of Directors) Rule, 1988.

part A & B pertaining to conservation of energy and technology Absorption is not applicable to the company. the company has, however, used information technology extensively in its operations.

During the period, the company has not earned any foreign exchange, while the outgo of foreign exchange is of Rs. 841 lacs (p.Y. Rs. Nil) towards capital goods, Rs. 530 lacs (p.Y. Rs. 1,046 lacs) for Materials, Rs. 5 lacs (p.Y. Rs. Nil) towards foreign traveling and Rs. 29 lacs (p.Y. Rs. 45 lacs) towards interest on foreign currency working capital loan.

AUDITORS & AUDITORS REPORT

one of the Joint Auditors of the company, M/s. sudhir N. Doshi & co, chartered Accountants have shown their unwillingness to continue as statutory Auditor of the company due to their pre-occupation. the Board record its appreciation for valuable services rendered to your company during his tenure of two and a half decades.

the Board of Directors have proposed to reappoint M/s. Kishan M. Mehta & co., chartered Accountants as statutory Auditor of the company, who have consented to act as auditors, if re-appointed. Members are requested to consider their re- appointment.

Auditors comments on your companys accounts for year ended March 31, 2011 are self explanatory in nature and do not require any explanation as per provisions of Section 217(3) of the companies Act, 1956.

ACKNOWLEDGEMENT

Your Directors place on record deep gratitude to the stakeholders, Banks, valued clients, suppliers and business associates for their continued support and confdence. Your Directors also place on record their appreciation of the dedication, commitment and contribution made by employees at all levels and look forward their continued support in future as well.

on behalf of the Board of Directors

Hemant Modi suhas Joshi

Vice chairman Managing Director

& Managing Director

place : Ahmedabad

Date : May 12, 2011


Mar 31, 2010

The performance of the Company for the year ended on March 31, 2010 is summarized below:

FINANCIAL RESULTS for the year ended for the year ended On March 31,2010 On March 31,2009 (RS.IN LACS) ( RS. IN LACS)

Contract Receipts & Other Income 1.32,099.58 1.31.944.38

Profit before Depreciation, Interest & Tax 10,989.34 10,815.16

Provision for Tax (Incl FBT and Deferred Tax) 1,350.84 1,518.76

Net Profit after Tax (for the period) 3,970.17 3,676.12

Add: Surplus brought forward from previous year 5,380.55 2,622.68

[ Less: Prior Period Adjustments (Net) & Income Tax 56.49 53.63

Profit available for Appropriation 9,294.23 5,244.68

6% Interim of Dividend on Preference Shares 76.58 151.50

Proposed Dividend on Equity Shares of Rs. 10/- each 435.37 87.41

Transferred to General Reserved 400.00 262.42

DIVIDEND

As per the terms of the issue of Preference Shares, the Company has paid 6% interim dividend on 12,50,000 Preference Shares for the period from April 1, 2009 to October 2, 2009. The said Preference Shares had been redeemed on October 3, 2009.

Your Directors are pleased to recommend dividend of Rs. 21- per Equity Share of the face value of Rs. 10/- (i.e. 20%) for the year ended on March 31, 2010 on 2,17,68,348 Equity Shares, subject to approval of Shareholders at the Annual General Meeting.

TRANSFER TO RESERVES We propose to transfer Rs. 400 lacs to General Reserves and retain Rs. 8,297 lacs in the Profit and Loss Account.

RESULTS OF OPERATION

During the year ended March 31, 2010, your Company has achieved turnover (i.e. Contract receipts plus Sale of materials) of Rs. 1,30,919 Lacs as against Rs. 1,30,899 Lacs for the year ended March 31, 2009. The Company has achieved Profit before tax of Rs. 5,321 Lacs for the current year as against Rs. 5,195 Lacs for the previous year.

Abandonment of the major NHAI road project by the client and delay in commencement of work in few power projects due to reasons beyond our control resulted into major bottleneck in achieving desired growth during the year. However, in the last quarter of the year, the Company has secured few major orders which have strengthened order book position at the year end. This will enable the Company to achieve growth in the coming year.

NEW CONTRACTS

During the year under review, the Company has

received new contracts of approx. Rs, 2,17,065 lacs.

INDUSTRIAL & BUILDING PROJECTS

- Construction of Township and other site development work for Aluminium Smelter project at Jharsuguda, Orrissa for Vedanta Aluminium Ltd.

- Civil Works for 2 blocks at Cessna Business Park, Bangalore.

- Civil & Architectural works for Multi tenanted building at Ascendas ITPB SEZ for International Tech Park, Bangalore.

- Construction of 3 Residential towers & 1 Commercial tower for Mantri Celestia at Hyderabad.

- Construction of Residential multistoried buildings

and infrastructure - "Provident Welworth City" for Provident Housing Ltd. at Bangalore.

- Civil, Fire Fighting, Electrical and HVAC works

for New Laboratory Complex for National Centre for Biological Science (Tata Group) at Bangalore.

- Construction of Novotel Hotel Project of SPPL Hotels Pvt. Ltd. at Kolkatta.

- Civil, Piling & Excavation and Superstructure works for Hyatt Regency Hotel for Juniper Hotels Pvt. Ltd. at Ahmedabad.

- Civil & Structural works for Qualcomm India Pvt. Ltd. at Bangalore.

- Civil works for 1 x 600 MW Mettur Thermal Power Plant at Mettur, Tamilnadu for BGR Energy Systems Ltd.

- Civil Construction work for cell cultural * manufacturing plant and effluent treatment tank for Waste Water Recycling facilities for Dr. Reddys Laboratories Ltd. at Hyderabad.

- Construction of Township for Coastal Gyjarat Power Ltd. (Tata Group) at Mundra, Gujarat.

- Construction of SPT-II building, energy lab building, cafeteria building and ancillary works for Pandit Deendayal Petroleum University at Gandhinagar.

- Construction of Retaining wall for Sabarmati Riverfront Development Corporation Ltd. at Ahmedabad.

- Fabrication and Erection of structural steel works for Utility Energytech and Engineers Pvt. Ltd. at Shahajhanpur, Uttar Pradesh.

- Construction of buildings affiliated to Motor Race Track at Sports SDZ, Yamuna Expressway, Noida for JPSK Sports Pvt. Ltd.

- Construction of office premises complex for Engineers India Ltd. at Gurgaon.

INFRASTRUCTURE PROJECTS

- Construction of Flyover / Elevated Road on Mumbai - Pune National Highway.

- Four Laning of National Highway - Rohtak to Bawal of NH-71 on DBFOT basis in Joint Venture with SREI Infrastructure Finance Ltd. for NHAI.

POWER PROJECTS

- Civil work for 2 x 600 MW, Kalisindh Thermal Power Project, Jhalawar, Rajasthan for BGR Energy Systems Ltd.

- Design and Construction of Civil works for*Coal Handling Plant package for 2 x 500 MW Mauda Super Thermal Power Plant of NTPC at Nagpur.

- Civil, Structural and Architectural works for Main

Power block with auxiliaries and Balance of plant for 4 x 600 O P Jindal Super Thermal Power Plant near Raigarh, Chattisgarh for Jidal Power Ltd.

- General Civil Works for 6 x 660 MW Ultra Mega Power Plant Project at, Sasan, Madhya Pradesh for Reliance Infrastructure Ltd.

- Civil works for 1 x 300 MW Coal Based Power Project at Butibori, Nagpurfor Reliance Infrastructure Ltd.

As on March 31, 2010, the aggregate value of orders on hand stands at Rs. 2,67,054 lacs including unexecuted portion of orders in Joint Venture of Rs. 33,082 lacs.New Orders received after March 31, 2010:

- Construction of Via duct and 3 Station Buildings of Bangalore Metro Rail Corporation Ltd. in Joint Venture with Arvind Techno Engg. Pvt. Ltd.

- Civil work for Raheja Viveria for Chalet Hotels Ltd.

- Construction of office building for Coal India at Kolkata for National Buildings Construction Corporation Ltd. (NBCC).

- Residential project for Lodha Dwellers Pvt. Ltd. at Mumbai.

- Residential project at Bhadrachalam & Warehousing project at Haridwarfor ITC Ltd.

FUTURE PROSPECTS The Company has expertise in designing, civil construction, structural work, EPC etc. of various types of industrial, commercial, residential and infrastructure projects. A reasonably good order- book position, repeat orders from reputed clients, breakthrough in BOT projects are the key factors that will boost the prospects of the Company.

The Company has been pre-qualified for large infrastructure and building projects on standalone basis as well as through joint ventures which will help in securing major contracts. Major thrust on infrastructure development supported by regulatory reforms by the Government will also provide considerable opportunities to your Company for achieving business growth in coming years.

REDEMPTION OF NON-CUMULATIVE REDEEMABLE PREFERENCE SHARES 12,50,000 6% Non-Cumulative Redeemable Preference Shares (NCPS) of Rs. 202/- each have been redeemed at par on October 3, 2009, by the Board of Directors out of the proceeds of the fresh issue of 36,28,058 Equity Shares of Rs. 10/- each at a

premium of Rs. 100/- per share issued to shareholders on a Rights basis.

INCREASE IN PAID UP EQUITY CAPITAL AND UTILIZATION OF ISSUE PROCEEDS

During the year under review, the Company has allotted 36,28,058 Equity Shares of Rs. 10/- each at a premium of Rs. 100/- per share on October 3, 2009 on a Rights basis and consequently, the paid up Equity Share Capital of the Company has increased from Rs. 1,814 lacs to Rs. 2,177 lacs.

The Company has raised Rs. 3,991 lacs (including share premium) through Rights Issue and the same has been fully utilized as on March 31, 2010 against objects specified in the Letter of Offer dated August 25, 2009. The detailed break up of utilization of funds raised through Rights Issue has been provided in note no. 25 of the notes to the Accounts in financial statements.

EMPLOYEE STOCK OPTION SCHEME During the year under review, none of the employees has opted for conversion of the Options into Equity Shares.

The Company calculates the employee compensation cost using intrinsic value of the Stock Options. Accordingly, the discount of Rs. 55/- per share on Options in force will be amortized in 48 months on straight line basis as per the Accounting Policy prescribed by SEBI under (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999. For the current year, net amount of Rs. 49 lacs has been charged to the Profit & Loss Account by way of Employee Compensation.

The disclosure required to be made under Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, is provided in Annexure A forming part of this Report.

FINANCE

The Company has maintained its fund based working capital limits at Rs. 14,500 lacs and the non-fund based limits at Rs. 99,500 lacs in current year. The Company has incurred Capital expenditure of Rs.3,318 lacs, which were financed through term loans and internal accruals.

FIXED DEPOSIT

During the period under review, the Company has accepted deposits within the prescribed limits. As on March 31, 2010, deposits stood at Rs. 1,603 lacs, out of which a sum of Rs. 7 lacs relating to 26 depositors remained unclaimed. The Company had sent reminders to all the 26 depositors for their unclaimed deposits, out of which some deposits were claimed and paid subsequently. There were no deposits, which were claimed and remained unpaid by the Company as on March 31, 2010.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. M. G. Punatar and Mr. D. R. Mehta are liable to retire by rotation at the 24th Annual General Meeting. Both the Directors have offered themselves for re-appointment.

The brief particulars of both the above directors have been provided in the Corporate Governance Report pursuant to Clause 49 of the Listing Agreement.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, it is hereby confirmed:

(a) that in preparation of annual accounts for the year ended March 31, 2010, the applicable accounting standards have been followed and that no material departures have been made from the same;

(b) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for year ended on that date;

(c) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) that the Directors have prepared the annual accounts for the year ended March 31, 2010 on a going concern basis.

CORPORATE GOVERNANCE Pursuant to Clause 49 of the Listing Agreement entered into with the Stock Exchanges, a separate section on Corporate Governance and certificate obtained from Practicing Company Secretary confirming its compliance, is provided and forming part of this Report. Report on Management Discussion and Analysis is provided in separate section and forming part of this report.

SUBSIDIARY COMPANY Your Company has only one subsidiary company namely, M/s. JMC Mining and Quarries Ltd. It has achieved Turnover of Rs. 519 lacs for the year 2009- 10 as compared to Rs. 562 lacs for the previous year. The Subsidiary Company has incurred net loss of Rs. 7 lacs as against net profit after tax of Rs. 6 lacs for the previous year.

The statement pursuant to Section 212 of the Companies Act, 1956 containing details of,subsidiary of the Company forms part of this Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

In compliance of Clause 32 and Clause 50 of the Listing Agreement with the Stock Exchanges, the Company has prepared Consolidated Financial Statements as per the Accounting Standard - Consolidated Financial Statements (AS - 21). The Audited Consolidated Financial Statements along with the Auditors Report have been annexed with this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY Our commitment to society is an important part of our value system. We are making constant endeavors to bring improvements in the quality of life of underprivileged communities especially workers and their families by supporting few socio-economic, educational and health initiatives at our project sites. The major activities in these areas include:

Medical facilities / aids to labour by sending doctors to labour camps on weekly basis.

Free medical check up for the labour is done in all the sites at regular intervals.

Doctors are employed on local roll for free medical check up as well as to meet any emergency due to accident.

Arranging blood donation camps.

Creche / Day care centre for providing free primary educations to the children of workers at few sites.

Organizing free food, distribution of sweets on festivals and other curricular activities. Performing Plays related social awareness such as HIV AIDS, save water, save electricity, childhood marriage etc.

Distribution of toys, School bags, Study materials etc. to the children of workers. Sponsorship of libraries in the schools in the nearby areas of project sites.

ISO 9001:2000

The Company adheres to the upgraded Quality Management Systems as per International Standard ISO 9001:2008 to maintain its commitment to customers expectations for quality and services. Company has also added feathers in its cap by getting recognition certificate for ISO 14001:2004(Environmental Management System) & BS OHSAS 18001:2007 (Occupational Health & Safety System) by implementing high standards for environment, occupational health & safety at all work places including observance to legal and other requirements.

EMPLOYEES

In the current competitive environment, the role of human resource is extremely crucial for the growth of the Company. The Company has created a favorable work environment that encourages innovation and effectiveness.

During the year under review, Company has imparted various trainings to its employees in the areas of functional, technical, behavioral, trade skills etc., which will enable them in improving their proficiencies and skills and thereby accomplishing overall Companys goals. Every year, the Company sponsors a batch of employees for Post Graduate Diploma in Business Management course conducted by reputed University / College to enhance managerial skills for middle and senior level employees.

PARTICULARS OF EMPLOYEES The information required under Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of employees are set out in annexure to the Directors Report.

However, having regard to the provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all members of the Company & others entitled thereto.

Any member interested in obtaining such particulars may write to the Registered Office of the Company.

STATUTORY DISCLOSURE

Particulars required to be furnished by the Companies (Disclosure of particulars in the report of the Board of Directors) Rule, 1988.

Part A & B pertaining to Conservation of Energy and Technology Absorption is not applicable to the Company. The Company has, however, used information technology extensively in its operations.

During the period, the Company has not earned any foreign exchange, while the outgo of foreign exchange is of Rs. Nil (P.Y. Rs. 931 lacs) towards Capital goods, Rs. 1,046 lacs (P.Y, Rs. 2,017 lacs) towards Materials and Rs. 45 lacs (P.Y. Rs. 133 lacs) towards Interest on foreign currency working capital loan.

AUDITORS & AUDITORS REPORT The Auditors, M/s. Sudhir N. Doshi & Co., and M/s. Kishan M. Mehta & Co. hold office till the conclusion of the forthcoming Annual General Meeting and are recommended for re-appointment. Certificates from Auditors have been received to the effect that their re-appointment, if made, would be within the limits prescribed under Section 224(1 B) of the Companies Act, 1956.

The Auditors comments on the Companys accounts for the year ended on March 31, 2010 are self explanatory in nature and do not require any explanation as per the provisions of Section 217(3) of the Companies Act, 1956.

ACKNOWLEDGEMENT Your Directors place on record deep gratitude to the stakeholders, banks, valued clients, suppliers and business associates for their continued support and confidence. Your Directors also place on record their appreciation of the dedication, commitment and contribution made by employees at all levels and look forward to their continued support in the future as well.

On behalf of the Board of Directors Hemant Modi Suhas Joshi (Vice Chairman (Managing Director) & Managing Director)

Place: Ahmedabad Date: May 29, 2010